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)

                   C. E. "RICK" STRATTAN EMPLOYMENT AGREEMENT

                              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      Price         Offering       Fee
Registered                               Per Share     Price
- -------------------------------------------------------------------------------------------------
$0.001 par value          1,000,000        $0.05        $50,000       $4.50
Common Stock

- -------------------------------------------------------------------------------------------------
Totals                    1,000,000        $0.05        $50,000       $4.50
- -------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


TABLE OF CONTENTS:

(1)  This registration  statement covers shares of common stock of CTD Holdings,
     Inc. which are issued pursuant to the Company's  Employment  Agreement with
     C.E.  "Rick"  Strattan dated October 14, 2003,  (the  "Strattan  Employment
     Agreement").

(2)  The 1,000,000  issuable pursuant to the Strattan  Employment  Agreement are
     calculated pursuant to Rule-457(h) and (c) under the Securities Act of 1933
     solely for the purpose of calculating the registration  fee, based upon the
     average of the high and low prices of our common  stock as  reported on the
     over the Over the Counter Bulletin Board on October 14, 2003.

(3)  Calculated pursuant to Section 6(b) as follows:  proposed maximum aggregate
     offering price multiplied by 0.00081.

PART I

ITEM  1.    PLAN INFORMATION

GENERAL INFORMATION

THE COMPANY

     The Company has its principal  office at CTD HOLDINGS,  INC., 27317 NW 78th
Avenue, High Springs, Florida 32643.

     The Common  Stock will be issued by the Company  pursuant to the  Company's
Employment  Agreement  with C. E. "Rick"  Strattan  dated October 14, 2003 ("The
Strattan  Employment  Agreement"),  which  has  been  approved  by the  Board of
Directors of the Company (the "Board of  Directors").  The Employment  Agreement
compensates Mr. Strattan for his services to the Company in part by the issuance
of 1,000,000  shares  reflecting the market value of the Common Stock on October
14,  2003.  Mr.  Strattan is a director and CEO,  CFO, COO and  President of the
Company and upon the issuance of the 1,000,000  common shares  requested  hereby
will own  69.63%  of the  Company's  outstanding  common  shares.  A copy of the
Strattan Employment  Agreement has been filed as an exhibit to this Registration
Statement.

COMMON STOCK

     The Board has  authorized  the issuance of  1,000,000  shares of the Common
Stock pursuant to the Company's Strattan Employment Agreement upon effectiveness
of this registration Statement.

NO RESTRICTIONS ON TRANSFER

     Upon the issuance of Common Shares  requested Mr.  Strattan will become the
record and  beneficial  owners of the shares of the shares of Common  Stock upon
issuance and  delivery  and will be entitled to all of the rights of  ownership,
including  the right to vote any shares  awarded  and to receive  ordinary  cash
dividends on the Common Stock.

TAX TREATMENT OF THE COMPANY

     The amount of income  recognized  by Mr.  Strattan  hereunder in accordance
with the foregoing  discussion  may be an expense  deductible by the Company for
federal  income tax purposes of the taxable year of the Company during which the
recipient recognizes income.

RESTRICTIONS OF RESALES

     Mr.  Strattan  will be subject to Section 16(b) of the Exchange Act, to the
extent  he has  sold or sells  any  shares  of  Common  Stock in the six  months
preceding or following the receipt of shares hereunder,  any so called "profit",
as computed  under Section  16(b) of the Exchange  Act,  would be required to be
disgorged  from the  recipient  to the  Company.  Services  rendered  have  been
recognized  as valid  consideration  for the  "purchase" of shares in connection
with the "profit"  computation  under  Section  16(b) of the  Exchange  Act. The
Company has agreed that for the purpose of any "profit"  computation under 16(b)
the price paid for the common stock issued to  affiliates  is equal to the value
of services rendered. Shares of common stock acquired hereunder by persons other
than affiliates are not subject to Section 16(b) of the Exchange Act.

ITEM 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     A copy of any  document or part hereof  incorporated  by  reference in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed to: CTD Holdings, Inc., 27317 NW 78th Avenue, High Springs, FL 32643.

PART II    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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
by reference in this Registration Statement and made a part hereof:

         (a) The  Company's  Quarterly  Reports on Form  10-QSB for the  quarter
         ended March 31, 2003, filed with the Commission on May 14, 2003.

         (b) The  Company's  Quarterly  Reports on Form  10-QSB for the  quarter
         ended June 30, 2003, filed with the Commission on August 14, 2003.

         (c) The  Company's  Annual  Report on Form  10-KSB  for the year  ended
         December 31, 2002, filed with the Commission on March 31, 2003.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections  13(a),  12(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated  by reference  herein and to be part
hereof from the date of filing of such documents. Any statement contained in any
document, all or a portion of which is incorporated by reference herein shall be
deemed to be modified or supersedes for purposes of this Registration  Statement
to the extent that a statement  contained or  incorporated  by reference  herein
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as modified or superseded,  to constitute a part of
this Registration statement

Experts. The consolidated financial statements of the Company which are included
in the Company's  Annual  Report on Form 10-KSB for the year ended  December 31,
2003,  of the Company have been audited by James Moore & Co.,  P.L.  independent
auditors as set forth in their reports thereon included therein and incorporated
herein by  reference.  Such  financial  statements  are,  and audited  financial
statements to be included in subsequently filed documents will be,  incorporated
herein in reliance  upon the reports of James Moore & Co.,  P.L.,  pertaining to
such  financial  statements  (to the extent  covered by consents  filed with the
Securities  and Exchange  Commission)  given upon the  authority of such firm as
experts in accounting and auditing.

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 Number                                             Description

--------------                                             ------------

10.1     Strattan Employment Agreement dated October 14, 2003
23.1     Opinion of Brashear & Assoc., P.L.
23.2     Consent of James Moore & Co., P.L.



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  n the  prospectus  any facts or events  arising
          after the  effective  date f 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; 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 information  required to be included in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          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  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  to  the  foregoing
         provisions,  or  otherwise,  the  registrant  has been  advised  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 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 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  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 November 17, 2003.

CTD HOLDINGS, INC.



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

-----------------------------------
C. E. "Rick" Strattan
Chief Executive Officer and Director
(Principal Executive and Financial Officer)

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
CTD HOLDINGS, INC.



By: /s/ C.E. "Rick" Strattan
----------------------------------
C.E. "Rick" Strattan
Chief Executive Officer and
Director (Principal Executive
and Financial Officer)
<PAGE>
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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)

                   C. E. "RICK" STRATTAN EMPLOYMENT AGREEMENT

                              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      Price         Offering       Fee
Registered                               Per Share     Price
- -------------------------------------------------------------------------------------------------
$0.001 par value          1,000,000        $0.05        $50,000       $4.50
Common Stock

- -------------------------------------------------------------------------------------------------
Totals                    1,000,000        $0.05        $50,000       $4.50
- -------------------------------------------------------------------------------------------------
TABLE OF CONTENTS:

(1)  This registration  statement covers shares of common stock of CTD Holdings,
     Inc. which are issued pursuant to the Company's  Employment  Agreement with
     C.E.  "Rick"  Strattan dated October 14, 2003,  (the  "Strattan  Employment
     Agreement").

(2)  The 1,000,000  issuable pursuant to the Strattan  Employment  Agreement are
     calculated pursuant to Rule-457(h) and (c) under the Securities Act of 1933
     solely for the purpose of calculating the registration  fee, based upon the
     average of the high and low prices of our common  stock as  reported on the
     over the Over the Counter Bulletin Board on October 14, 2003.

(3)  Calculated pursuant to Section 6(b) as follows:  proposed maximum aggregate
     offering price multiplied by 0.00081.

PART I

ITEM  1.    PLAN INFORMATION

GENERAL INFORMATION

THE COMPANY

     The Company has its principal  office at CTD HOLDINGS,  INC., 27317 NW 78th
Avenue, High Springs, Florida 32643.

     The Common  Stock will be issued by the Company  pursuant to the  Company's
Employment  Agreement  with C. E. "Rick"  Strattan  dated October 14, 2003 ("The
Strattan  Employment  Agreement"),  which  has  been  approved  by the  Board of
Directors of the Company (the "Board of  Directors").  The Employment  Agreement
compensates Mr. Strattan for his services to the Company in part by the issuance
of 1,000,000  shares  reflecting the market value of the Common Stock on October
14,  2003.  Mr.  Strattan is a director and CEO,  CFO, COO and  President of the
Company and upon the issuance of the 1,000,000  common shares  requested  hereby
will own  69.63%  of the  Company's  outstanding  common  shares.  A copy of the
Strattan Employment  Agreement has been filed as an exhibit to this Registration
Statement.

COMMON STOCK

     The Board has  authorized  the issuance of  1,000,000  shares of the Common
Stock pursuant to the Company's Strattan Employment Agreement upon effectiveness
of this registration Statement.

NO RESTRICTIONS ON TRANSFER

     Upon the issuance of Common Shares  requested Mr.  Strattan will become the
record and  beneficial  owners of the shares of the shares of Common  Stock upon
issuance and  delivery  and will be entitled to all of the rights of  ownership,
including  the right to vote any shares  awarded  and to receive  ordinary  cash
dividends on the Common Stock.

TAX TREATMENT OF THE COMPANY

     The amount of income  recognized  by Mr.  Strattan  hereunder in accordance
with the foregoing  discussion  may be an expense  deductible by the Company for
federal  income tax purposes of the taxable year of the Company during which the
recipient recognizes income.

RESTRICTIONS OF RESALES

     Mr.  Strattan  will be subject to Section 16(b) of the Exchange Act, to the
extent  he has  sold or sells  any  shares  of  Common  Stock in the six  months
preceding or following the receipt of shares hereunder,  any so called "profit",
as computed  under Section  16(b) of the Exchange  Act,  would be required to be
disgorged  from the  recipient  to the  Company.  Services  rendered  have  been
recognized  as valid  consideration  for the  "purchase" of shares in connection
with the "profit"  computation  under  Section  16(b) of the  Exchange  Act. The
Company has agreed that for the purpose of any "profit"  computation under 16(b)
the price paid for the common stock issued to  affiliates  is equal to the value
of services rendered. Shares of common stock acquired hereunder by persons other
than affiliates are not subject to Section 16(b) of the Exchange Act.

ITEM 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     A copy of any  document or part hereof  incorporated  by  reference in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed to: CTD Holdings, Inc., 27317 NW 78th Avenue, High Springs, FL 32643.

PART II    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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
by reference in this Registration Statement and made a part hereof:

         (a) The  Company's  Quarterly  Reports on Form  10-QSB for the  quarter
         ended March 31, 2003, filed with the Commission on May 14, 2003.

         (b) The  Company's  Quarterly  Reports on Form  10-QSB for the  quarter
         ended June 30, 2003, filed with the Commission on August 14, 2003.

         (c) The  Company's  Annual  Report on Form  10-KSB  for the year  ended
         December 31, 2002, filed with the Commission on March 31, 2003.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections  13(a),  12(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated  by reference  herein and to be part
hereof from the date of filing of such documents. Any statement contained in any
document, all or a portion of which is incorporated by reference herein shall be
deemed to be modified or supersedes for purposes of this Registration  Statement
to the extent that a statement  contained or  incorporated  by reference  herein
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as modified or superseded,  to constitute a part of
this Registration statement

Experts. The consolidated financial statements of the Company which are included
in the Company's  Annual  Report on Form 10-KSB for the year ended  December 31,
2003,  of the Company have been audited by James Moore & Co.,  P.L.  independent
auditors as set forth in their reports thereon included therein and incorporated
herein by  reference.  Such  financial  statements  are,  and audited  financial
statements to be included in subsequently filed documents will be,  incorporated
herein in reliance  upon the reports of James Moore & Co.,  P.L.,  pertaining to
such  financial  statements  (to the extent  covered by consents  filed with the
Securities  and Exchange  Commission)  given upon the  authority of such firm as
experts in accounting and auditing.

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 Number                                             Description

--------------                                             ------------

10.1     Strattan Employment Agreement dated October 14, 2003
23.1     Opinion of Brashear & Assoc., P.L.
23.2     Consent of James Moore & Co., P.L.

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  n the  prospectus  any facts or events  arising
          after the  effective  date f 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; 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 information  required to be included in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          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  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  to  the  foregoing
         provisions,  or  otherwise,  the  registrant  has been  advised  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 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 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  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 November 17, 2003.

CTD HOLDINGS, INC.

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

-----------------------------------
C. E. "Rick" Strattan
Chief Executive Officer and Director
(Principal Executive and Financial Officer)

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
CTD HOLDINGS, INC.

By: /s/ C.E. "Rick" Strattan
----------------------------------
C.E. "Rick" Strattan
Chief Executive Officer and
Director (Principal Executive
and Financial Officer)