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)

                      LOUIS S. WELTMAN EMPLOYMENT 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          600,000        $0.0593         $35,580        $2.54
Common Stock

- -------------------------------------------------------------------------------------------------
Totals                    600,000        $0.0593         $35,580        $2.54
- -------------------------------------------------------------------------------------------------

(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
January 7, 2010.

</TABLE>

<PAGE>

PART I   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing  information specified in this Part I of form S-8 (plan
information  and registrant  information  and employee plan annual  information)
will be sent or given to  employees  as  specified  by  Securities  and Exchange
Commission Rule 428(b)(1).  Such documents need not be filed with the Securities
and  Exchange  Commission  either as part of this  Registration  Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents  incorporate by reference in this Registration  Statement pursuant
to Item 3 of Part II of this Form S-8, taken  together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933.

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
in this Form S-8 by reference:

        (a) The  Company's  Annual  Report  on Form  10-KSB  for the year  ended
            December 31, 2008, filed pursuant to the Exchange Act.

        (b) The Company's  Quarterly Report on Form 10-Q for quarter ended March
31, 2009, filed pursuant to the Exchange Act. .

        (c) The Company's  Quarterly  Report on Form 10-Q for quarter ended June
30, 2009, filed pursuant to the Exchange Act.

        (d) The  Company's  Quarterly  Report  on Form  10-Q for  quarter  ended
September 30, 2009, filed pursuant to the Exchange Act.

        (e) 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
            (a) above; and

        (f)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  filed by the Company  with the  Commission  pursuant to Sections
13(a)  and  15(d) of the  Exchange  Act,  after  the  date of this  Registration
Statement, and 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 in this Registration Statement and to be a part of it from the date of
filing of the 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 in any subsequently  filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement.

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 authorizes a court to award,
or a  corporation's  board of  directors to grant,  indemnity  to directors  and
officers  in terms  sufficiently  broad to  permit  such  indemnification  under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred) arising under the Securities Act.

As  permitted  by  the  Delaware  General   Corporation  Law,  the  Registrant's
certificate of  incorporation  includes a provision that eliminates the personal
liability  of its  directors  for  monetary  damages  resulting  from  breach of
fiduciary duty as a director, except for liability:

o    for any breach of the  director's  duty of loyalty to the Registrant or its
     stockholders,  o for acts or omissions  not in good faith or that  involved
     intentional  misconduct or a knowing  violation of law,

o    under  Section  174 of  the  Delaware  General  Corporation  Law  regarding
     unlawful dividends and stock purchases, or o for any transaction from which
     the director derived
     an improper personal benefit.

As permitted by the Delaware General  Corporation  Law, the Registrant's  bylaws
provide that:

o    the  Registrant  is required to indemnify its directors and officers to the
     fullest extent permitted by the Delaware  General  Corporation Law, subject
     to very limited exceptions,

o    the Registrant may indemnify its other employees and agents as set forth in
     the  Delaware  General  Corporation  Law,

o    the  Registrant  is  required  to advance  expenses,  as  incurred,  to its
     directors and officers in connection with a legal proceeding to the fullest
     extent permitted by the Delaware  General  Corporation Law, subject to very
     limited exceptions, and

o    the rights conferred in the bylaws are not exclusive.

The Registrant has entered into  indemnification  agreements  with its directors
and  officers to provide such  directors  and  officers  additional  contractual
assurances  regarding  the  scope  of  the  indemnification  set  forth  in  the
Registrant's  certificate of incorporation and bylaws and to provide  additional
procedural protections. At present, there is no pending litigation or proceeding
involving a director,  officer or employee  of the  Registrant  regarding  which
indemnification is sought.

The indemnification  provision in the Registrant's certificate of incorporation,
bylaws and the  indemnification  agreements  entered  into or to be entered into
between  the   Registrant  and  each  of  its  directors  and  officers  may  be
sufficiently broad to permit  indemnification of the Registrant's  directors and
officers for liabilities arising under the Securities Act.

The Registrant has directors' and officers'  liability  insurance for securities
matters.

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(1)
5.1(2)  Opinion Regarding Legality(2)
10.1(2) Louis S. Weltman Employment Agreement(2)
23.1(2) Opinion of  Brashear,  Marsh,  Kurdziel &  McCarty,  P.L.  (included  in
        Exhibit 5.1)(2)
23.2(2) Consent  of  Bauman,  Raymondo  &  Company,   P.A.,  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;

          (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; and

          (iii))to include any material  information with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

          Provided,  however that  paragraphs  (a)(1)(i) and  (a)(1)(ii) of this
          section do not apply if the  information  required to be included in a
          post-effective  amendment by those  paragraphs is contained in reports
          filed with or furnished to the Commission by the  registrant  pursuant
          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, 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  which  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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  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
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant  to the  indemnification  provisions  summarized  in Item 6
above, or otherwise,  the Registrant has been advised that in the opinion of the
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 ________ day of January, 2010.

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     January 18, 2010
                                    Chief Financial Officer
                                    Director


By: /s/ George L. Fails

----------------------------------
George L. Fails                     Director                   January 18, 2010
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{"company-data": {"conformed-name": "CTD HOLDINGS INC", "cik": "0000922247", "assigned-sic": "2860", "irs-number": "593029743", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-164397", "film-number": "10532967"}, "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)

                      LOUIS S. WELTMAN EMPLOYMENT 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          600,000        $0.0593         $35,580        $2.54
Common Stock

- -------------------------------------------------------------------------------------------------
Totals                    600,000        $0.0593         $35,580        $2.54
- -------------------------------------------------------------------------------------------------

(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
January 7, 2010.
PART I   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing  information specified in this Part I of form S-8 (plan
information  and registrant  information  and employee plan annual  information)
will be sent or given to  employees  as  specified  by  Securities  and Exchange
Commission Rule 428(b)(1).  Such documents need not be filed with the Securities
and  Exchange  Commission  either as part of this  Registration  Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents  incorporate by reference in this Registration  Statement pursuant
to Item 3 of Part II of this Form S-8, taken  together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933.

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
in this Form S-8 by reference:

        (a) The  Company's  Annual  Report  on Form  10-KSB  for the year  ended
            December 31, 2008, filed pursuant to the Exchange Act.

        (b) The Company's  Quarterly Report on Form 10-Q for quarter ended March
31, 2009, filed pursuant to the Exchange Act. .

        (c) The Company's  Quarterly  Report on Form 10-Q for quarter ended June
30, 2009, filed pursuant to the Exchange Act.

        (d) The  Company's  Quarterly  Report  on Form  10-Q for  quarter  ended
September 30, 2009, filed pursuant to the Exchange Act.

        (e) 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
            (a) above; and

        (f)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  filed by the Company  with the  Commission  pursuant to Sections
13(a)  and  15(d) of the  Exchange  Act,  after  the  date of this  Registration
Statement, and 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 in this Registration Statement and to be a part of it from the date of
filing of the 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 in any subsequently  filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement.

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 authorizes a court to award,
or a  corporation's  board of  directors to grant,  indemnity  to directors  and
officers  in terms  sufficiently  broad to  permit  such  indemnification  under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred) arising under the Securities Act.

As  permitted  by  the  Delaware  General   Corporation  Law,  the  Registrant's
certificate of  incorporation  includes a provision that eliminates the personal
liability  of its  directors  for  monetary  damages  resulting  from  breach of
fiduciary duty as a director, except for liability:

o    for any breach of the  director's  duty of loyalty to the Registrant or its
     stockholders,  o for acts or omissions  not in good faith or that  involved
     intentional  misconduct or a knowing  violation of law,

o    under  Section  174 of  the  Delaware  General  Corporation  Law  regarding
     unlawful dividends and stock purchases, or o for any transaction from which
     the director derived
     an improper personal benefit.

As permitted by the Delaware General  Corporation  Law, the Registrant's  bylaws
provide that:

o    the  Registrant  is required to indemnify its directors and officers to the
     fullest extent permitted by the Delaware  General  Corporation Law, subject
     to very limited exceptions,

o    the Registrant may indemnify its other employees and agents as set forth in
     the  Delaware  General  Corporation  Law,

o    the  Registrant  is  required  to advance  expenses,  as  incurred,  to its
     directors and officers in connection with a legal proceeding to the fullest
     extent permitted by the Delaware  General  Corporation Law, subject to very
     limited exceptions, and

o    the rights conferred in the bylaws are not exclusive.

The Registrant has entered into  indemnification  agreements  with its directors
and  officers to provide such  directors  and  officers  additional  contractual
assurances  regarding  the  scope  of  the  indemnification  set  forth  in  the
Registrant's  certificate of incorporation and bylaws and to provide  additional
procedural protections. At present, there is no pending litigation or proceeding
involving a director,  officer or employee  of the  Registrant  regarding  which
indemnification is sought.

The indemnification  provision in the Registrant's certificate of incorporation,
bylaws and the  indemnification  agreements  entered  into or to be entered into
between  the   Registrant  and  each  of  its  directors  and  officers  may  be
sufficiently broad to permit  indemnification of the Registrant's  directors and
officers for liabilities arising under the Securities Act.

The Registrant has directors' and officers'  liability  insurance for securities
matters.

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(1)
5.1(2)  Opinion Regarding Legality(2)
10.1(2) Louis S. Weltman Employment Agreement(2)
23.1(2) Opinion of  Brashear,  Marsh,  Kurdziel &  McCarty,  P.L.  (included  in
        Exhibit 5.1)(2)
23.2(2) Consent  of  Bauman,  Raymondo  &  Company,   P.A.,  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;

          (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; and

          (iii))to include any material  information with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

          Provided,  however that  paragraphs  (a)(1)(i) and  (a)(1)(ii) of this
          section do not apply if the  information  required to be included in a
          post-effective  amendment by those  paragraphs is contained in reports
          filed with or furnished to the Commission by the  registrant  pursuant
          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, 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  which  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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  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
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant  to the  indemnification  provisions  summarized  in Item 6
above, or otherwise,  the Registrant has been advised that in the opinion of the
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 ________ day of January, 2010.

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     January 18, 2010
                                    Chief Financial Officer
                                    Director

By: /s/ George L. Fails

----------------------------------
George L. Fails                     Director                   January 18, 2010