AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 2004

                          Registration No. 333-________

                                  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 registration as specified in its charter)

             Florida                                     59-3029743
   (State or other jurisdiction of           (I.R.S. Employer Identification
    incorporation or organization)

                              27317 N.W. 78 Avenue
                          High Springs, Florida 32643
        (Address of Principal Executive Offices) (Zip Code)

            Letter Agreement, as amended, with Dorrough and Chesnutt
                            (Full Title of the Plan)

                              C.E. "Rick" Strattan
                               CTD Holdings, Inc.
                              27317 N.W. 78 Avenue
                           High Springs, Florida 32643

                     (Name and Address of Agent for Service)

                                  386-454-0887
          (Telephone number, including area code, for Agent of Service)

<TABLE>

                         CALCULATION OF REGISTRATION FEE


                                                      Proposed              Proposed
                                                      maximum               maximum
                                                      offering              aggregate           Amount of
Title of securities           Amount to be            price per             offering            registration
 to be registered             registered              share                 price               fee

<S>                             <C>                    <C>                   <C>                 <C>
Common Stock, $.001
par value per share (1)        343,137                 $0.22                $75,490.14           $9.56

</TABLE>


(1)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule 457 under the  Securities  Act of 1933 based on the  average of the
     high and low sale price of the common stock as reported on the OTC Bulletin
     Board on June 4, 2004.


<PAGE>



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  documents  listed  below  are  incorporated  by  reference  in the
registration statement.

          (a)  Annual  Report on Form  10-KSB  for the year ended  December  31,
               2003;

          (b)  Quarterly  Report on Form 10-QSB for the quarter  ended March 31,
               2004; and

          (c)  All  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
               Securities  Exchange Act of 1934 since the end of the fiscal year
               covered by the document referred to in items (a) and (b) above.

         All documents subsequently filed by the registrant pursuant to Sections
13(a) and 15(d) of the Securities Exchange Act of 1934, 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  deregisters  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  607.0850  of the  Florida  Business  Corporation  Act  permits
indemnification  of directors,  officers,  employees and agents of a corporation
under certain conditions and subject to certain limitations. Section 607.0850 of
the Florida  Business  Corporation  Act 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.  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 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  607.0850
of the Florida  Business  Corporation Act 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

         None.

Item 8.  Exhibits

4.1               Common stock specimen (1)

5.1               Opinion of Brashear & Assoc., P.L. *

10.1              Letter Agreement with Merlin Group and Addendum re: issuance
                    of compensation*

23.1              Consent of Brashear & Assoc., P.L.
                    (included in Exhibit 5.1)

23.2              Consent of James Moore & Co., P.L. *


*        Filed herewith.

(1)      Incorporated by reference to the registrant's registration statement on
         Form 10-SB as filed with the  Securities  and  Exchange  Commission  on
         February 1, 1994.

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 this
                           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
                           would not exceed that which was  registered)  and any
                           deviation  from the low or high end 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 a 20% change
                           in 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 any 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 by
                           the registrant 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 the 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  which remain unsold at the termination of
                           the offering.

         (b) The undersigned  registrant hereby undertakes that, for 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.

         (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 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
of 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.


<PAGE>




                                SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 the day of May, 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 by the  following  persons in the
capacities and on the dates indicated.

         Signature                          Title                    Date

/s/ C.E. "Rick" Strattan            Chief Executive Officer,      May 26, 2004
-------------------------------
C.E. "Rick"Strattan                 Chief Financial Officer
                                    Director

/s/ George L. Fails                 Director                      May 26, 2004
-------------------------------
George L. Fails
[{"type": "S-8", "sequence": "1", "filename": "ctdhs8chesnutt.txt", "description": "CTD HOLDINGS S-* DORROUGH CHESNUTT", "secsgml_size_bytes": 13807}]
{"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": "333-116264", "film-number": "04853384"}, "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"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 2004

                          Registration No. 333-________

                                  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 registration as specified in its charter)

             Florida                                     59-3029743
   (State or other jurisdiction of           (I.R.S. Employer Identification
    incorporation or organization)

                              27317 N.W. 78 Avenue
                          High Springs, Florida 32643
        (Address of Principal Executive Offices) (Zip Code)

            Letter Agreement, as amended, with Dorrough and Chesnutt
                            (Full Title of the Plan)

                              C.E. "Rick" Strattan
                               CTD Holdings, Inc.
                              27317 N.W. 78 Avenue
                           High Springs, Florida 32643

                     (Name and Address of Agent for Service)

                                  386-454-0887
          (Telephone number, including area code, for Agent of Service)

                         CALCULATION OF REGISTRATION FEE

                                                      Proposed              Proposed
                                                      maximum               maximum
                                                      offering              aggregate           Amount of
Title of securities           Amount to be            price per             offering            registration
 to be registered             registered              share                 price               fee
Common Stock, $.001
par value per share (1)        343,137                 $0.22                $75,490.14           $9.56
(1)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule 457 under the  Securities  Act of 1933 based on the  average of the
     high and low sale price of the common stock as reported on the OTC Bulletin
     Board on June 4, 2004.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  documents  listed  below  are  incorporated  by  reference  in the
registration statement.

          (a)  Annual  Report on Form  10-KSB  for the year ended  December  31,
               2003;

          (b)  Quarterly  Report on Form 10-QSB for the quarter  ended March 31,
               2004; and

          (c)  All  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
               Securities  Exchange Act of 1934 since the end of the fiscal year
               covered by the document referred to in items (a) and (b) above.

         All documents subsequently filed by the registrant pursuant to Sections
13(a) and 15(d) of the Securities Exchange Act of 1934, 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  deregisters  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  607.0850  of the  Florida  Business  Corporation  Act  permits
indemnification  of directors,  officers,  employees and agents of a corporation
under certain conditions and subject to certain limitations. Section 607.0850 of
the Florida  Business  Corporation  Act 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.  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 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  607.0850
of the Florida  Business  Corporation Act 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

         None.

Item 8.  Exhibits

4.1               Common stock specimen (1)

5.1               Opinion of Brashear & Assoc., P.L. *

10.1              Letter Agreement with Merlin Group and Addendum re: issuance
                    of compensation*

23.1              Consent of Brashear & Assoc., P.L.
                    (included in Exhibit 5.1)

23.2              Consent of James Moore & Co., P.L. *

*        Filed herewith.

(1)      Incorporated by reference to the registrant's registration statement on
         Form 10-SB as filed with the  Securities  and  Exchange  Commission  on
         February 1, 1994.

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 this
                           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
                           would not exceed that which was  registered)  and any
                           deviation  from the low or high end 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 a 20% change
                           in 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 any 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 by
                           the registrant 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 the 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  which remain unsold at the termination of
                           the offering.

         (b) The undersigned  registrant hereby undertakes that, for 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.

         (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 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
of 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,  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 the day of May, 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 by the  following  persons in the
capacities and on the dates indicated.

         Signature                          Title                    Date

/s/ C.E. "Rick" Strattan            Chief Executive Officer,      May 26, 2004
-------------------------------
C.E. "Rick"Strattan                 Chief Financial Officer
                                    Director

/s/ George L. Fails                 Director                      May 26, 2004
-------------------------------
George L. Fails