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.)

           3713 S.W. 42nd Avenue, Suite 3, Gainesville, FL 32608-6581
               (Address of Principal Executive Offices) (Zip Code)

                   C. E. "RICK" STRATTAN EMPLOYMENT AGREEMENT

                              C. E. "RICK" STRATTAN
                         3713 S.W. 42nd Avenue, Suite 3
                           Gainesville, FL 32608-6581

            (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         800,000          $0.13               $104,000            $26
Common Stock
- --------------------------------------------------------------------------------------
Totals                   800,000          $0.13               $104,000            $26
- --------------------------------------------------------------------------------------
</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  May 30,  2001,  (the  "Strattan  Employment
     Agreement").

(2)  The 800,000  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 June 22, 2001.

(3)  Calculated pursuant to Section 6(b) as follows:  proposed maximum aggregate
     offering price multiplied by 0.00025.

PART I

ITEM  1.    PLAN INFORMATION

GENERAL INFORMATION

THE COMPANY

The Company has its  principal  office at CTD  HOLDINGS,  INC.,  3713 S.W.  42nd
Avenue, Suite 3, Gainesville, Florida 32608-6581.

     The Common  Stock will be issued by the Company  pursuant to the  Company's
Employment  Agreement  with C. E.  "Rick"  Strattan  dated  May 30,  2001  ("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  800,000 shares in  compensation  for $100,000  accrued
salary  reflecting  the  market  value  of the  Common  Stock  on May 30,  2001.
Non-Employee  directors and  consultants may be stimulated and allow the Company
to secure and retain highly  qualified  employees  and officer and  non-employee
directors and consultants,  thereby advancing the interests of the Company,  and
all of its shareholders.  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 800,000 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  owner 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.
<PAGE>

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., 3713 S.W. 42nd Avenue,  Suite 3, Gainesville,
FL 32608-6581.

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, 2001, filed with the Commission on May 15, 2001.

          (b) The  Company's  Annual  Report on Form  10-KSB  for the year ended
          December 31, 2000, filed with the Commission on April 2, 2001.

     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, 2000,  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


<PAGE>

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,  issue 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

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

5        Opinion of Brashear & Associates, P.L.
10.1     Strattan Employment Agreement dated May 30, 2001
23.1     Consent of James Moore & Co. P.L.
23.2     Consent of Brashear & Associates, P.L.*

*Filed as a part of Exhibit 5
<PAGE>

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; 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.

(h)  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.


<PAGE>

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 Gainesville, Florida on June 27, 2001.

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.

TABLE OF CONTENTS

This is a section of the piece table.

Signature                                                Title

CTD HOLDINGS, INC.



By: /s/ C.E. "Rick" Strattan                      Chief Executive Officer and
----------------------------------                Director (Principal Executive
C.E. "Rick" Strattan                               and Financial Officer)
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{"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": "333-64330", "film-number": "1673354"}, "business-address": {"street1": "3713 SW 42ND AVE", "street2": "STE 3", "city": "GAINESVILLE", "state": "FL", "zip": "32608-6581", "phone": "3523756822"}, "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.)

           3713 S.W. 42nd Avenue, Suite 3, Gainesville, FL 32608-6581
               (Address of Principal Executive Offices) (Zip Code)

                   C. E. "RICK" STRATTAN EMPLOYMENT AGREEMENT

                              C. E. "RICK" STRATTAN
                         3713 S.W. 42nd Avenue, Suite 3
                           Gainesville, FL 32608-6581

            (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         800,000          $0.13               $104,000            $26
Common Stock
- --------------------------------------------------------------------------------------
Totals                   800,000          $0.13               $104,000            $26
- --------------------------------------------------------------------------------------
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  May 30,  2001,  (the  "Strattan  Employment
     Agreement").

(2)  The 800,000  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 June 22, 2001.

(3)  Calculated pursuant to Section 6(b) as follows:  proposed maximum aggregate
     offering price multiplied by 0.00025.

PART I

ITEM  1.    PLAN INFORMATION

GENERAL INFORMATION

THE COMPANY

The Company has its  principal  office at CTD  HOLDINGS,  INC.,  3713 S.W.  42nd
Avenue, Suite 3, Gainesville, Florida 32608-6581.

     The Common  Stock will be issued by the Company  pursuant to the  Company's
Employment  Agreement  with C. E.  "Rick"  Strattan  dated  May 30,  2001  ("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  800,000 shares in  compensation  for $100,000  accrued
salary  reflecting  the  market  value  of the  Common  Stock  on May 30,  2001.
Non-Employee  directors and  consultants may be stimulated and allow the Company
to secure and retain highly  qualified  employees  and officer and  non-employee
directors and consultants,  thereby advancing the interests of the Company,  and
all of its shareholders.  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 800,000 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  owner 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., 3713 S.W. 42nd Avenue,  Suite 3, Gainesville,
FL 32608-6581.

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, 2001, filed with the Commission on May 15, 2001.

          (b) The  Company's  Annual  Report on Form  10-KSB  for the year ended
          December 31, 2000, filed with the Commission on April 2, 2001.

     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, 2000,  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,  issue 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

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

5        Opinion of Brashear & Associates, P.L.
10.1     Strattan Employment Agreement dated May 30, 2001
23.1     Consent of James Moore & Co. P.L.
23.2     Consent of Brashear & Associates, P.L.*

*Filed as a part of Exhibit 5
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; 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.

(h)  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 Gainesville, Florida on June 27, 2001.

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.

TABLE OF CONTENTS

This is a section of the piece table.

Signature                                                Title

CTD HOLDINGS, INC.

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