II-3
    As filed with the Securities and Exchange Commission on October 15, 1998
                              Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                 ------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                                 ------------

                        Curative Health Services, Inc.
            (Exact name of registrant as specified in its charter)

              Minnesota                                41-1503914
    (State or other jurisdiction                    (I.R.S. Employer
  of incorporation or organization)                Identification No.)

          150 Motor Parkway
         Hauppauge, New York                            11788-5145
(Address of Principal Executive Offices)                (Zip Code)

        Curative Technologies, Inc. 1991 Stock Option Plan, as amended
                           (full title of the plan)


            John Vakoutis                               Copy to:
President and Chief Executive Officer            Timothy S. Hearn, Esq.
   Curative Health Services, Inc.                 Dorsey & Whitney LLP
          150 Motor Parkway                      220 South Sixth Street
   Hauppauge, New York 11788-5145           Minneapolis, Minnesota 55402-1498
(Name and address of agent for service)

           (516) 232-7000                            (612) 340-7802
(Telephone number, including area code, of agent for service)
                             --------------------

      Approximate date of commencement of proposed sale to the public: from time
to time after the effective date of this Registration Statement.

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                   <C>            <C>                <C>                  <C>    
             
                                     Proposed           Proposed
Title of each class                  Maximum Offering   Maximum
of Securities to be   Amount to be   Price              Aggregate Offering   Amount of
registered            registered     per Share (1)      Price (1)            Registration Fee (1)


  Common Stock
($.01 par value)      1,400,000      $ 25.00            $ 35,000,000         $ 10,325.00 


(1)   Determined  pursuant to Rule 457(c),  based on the average of the high and
      low sale prices of the Common  Stock as  reported  on the Nasdaq  National
      Market System on October 12, 1998.

</TABLE>

                                       1
<PAGE>



PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

      The following  documents filed with the Securities and Exchange Commission
by Curative Health Services,  Inc., or its predecessor,  Curative  Technologies,
Inc. (the "Company") are hereby  incorporated by reference in this  Registration
Statement:

            (a) The  Company's  annual  report on Form  10-K for the year  ended
      December 31, 1997;

            (b) The  Company's  quarterly  reports on Form 10-Q for the quarters
      ended March 31, 1998 and June 30, 1998; and

            (c) The  description  of the common  stock,  $.01 par value,  of the
      Company  (the "Common  Stock")  contained  in the  Company's  Registration
      Statements on Form 8-A filed on June 26, 1991,  and October 26, 1995,  and
      any amendment or report updating such description  filed subsequent to the
      date of such  Registration  Statements and prior to the termination of the
      offering described herein.

      In  addition,  all  documents  filed by the  Company  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date hereof 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 hereof from the respective dates of filing of such 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 302A.521,  subd. 2, of the Minnesota Statutes requires the Company
to indemnify a person made or  threatened  to be made a party to a proceeding by
reason of the former or present official  capacity of the person with respect to
the Company, against judgments, penalties, fines, including, without limitation,
excise taxes  assessed  against the person with  respect to an employee  benefit
plan,  settlements,  and  reasonable  expenses,  including  attorneys'  fees and
disbursements,  incurred by the person in connection  with the  proceeding  with
respect to the same acts or omissions  if, with respect to the acts or omissions
the subject of the  proceeding,  such person:  (1) has not been  indemnified  by
another organization or employee benefit plan for the same judgments,  penalties
or fines;  (2) acted in good faith; (3) received no improper  personal  benefit,
and  statutory  procedure  has  been  followed  in the case of any  conflict  of
interest  by a  director;  (4) in the  case  of a  criminal  proceeding,  had no
reasonable  cause to believe the conduct  was  unlawful;  and (5) in the case of
acts or omissions occurring in the person's performance in the official capacity
of  director  or, for a person  not a  director,  in the  official  capacity  of
officer,  board  committee  member or  employee,  reasonably  believed  that the
conduct was in the best interests of the Company, or, in the case of performance
by a director,  officer or employee of the Company was serving at the request of
the Company or whose duties involved  service as a director,  officer,  partner,
trustee,  employee or agent of another  organization  or employee  benefit plan,
reasonably  believed  that the conduct was not opposed to the best  interests of
the Company. In addition,  Section 302A.521, subd. 3, of the Minnesota statutes,
requires payment by the Company, upon written request, of reasonable expenses in
advance of final  disposition of the proceeding in certain instances upon, among
other  things,  receipt  of a  written  undertaking  by the  person to repay all
amounts  so  advanced  if it is  ultimately  determined  that the  person is not
entitled  to  indemnification,  unless  otherwise  limited  by the  Articles  of
Incorporation or Bylaws of the Company. The Company's Bylaws limit the Company's
indemnification  obligations to directors and officers,  except as may otherwise
be required by law.

                                       2
<PAGE>

      A decision as to required  indemnification  is made,  depending on certain
circumstances,  by a disinterested majority of the Board of Directors present at
a meeting at which a disinterested  quorum is present, by a designated committee
of the Board, by special legal counsel, by the shareholders,  or by a court. The
Company's Fourth Restated  Articles of Incorporation  provide that a director is
not liable to the Company or its  shareholders  for monetary  damages  resulting
from a breach of fiduciary duty as a director,  except for liability (i) for any
breach of the  director's  duty of loyalty to the  Company or its  shareholders;
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing  violation of law; (iii) for transactions from which the
director  derived  an  improper  personal  benefit;  (iv)  under  the  Minnesota
statutory  provision  making  directors  personally  liable,  under a negligence
standard,  for  unlawful  payment of dividends  or unlawful  stock  purchases or
redemptions;  or (v) for any act or  omission  occurring  prior  to the  date of
adoption of such indemnification provision.

      The Company  maintains a directors'  and officers'  insurance  policy (the
"Policy") in the aggregate  amount of $5,000,000 which insures the directors and
officers of the Company  against  losses  arising  from  certain  claims for any
Wrongful  Act (as defined in the Policy) by the  directors  or officers in their
respective capacities as such, or to the extent that the Company has indemnified
such directors or officers,  which insures the Company  against such losses when
and to the extent that the Company has  indemnified  such  directors or officers
for such losses under the  Company's  Articles of  Incorporation  or Bylaws,  by
contract or otherwise  pursuant to applicable  law. The Policy expires on August
1, 1999 unless renewed or earlier  terminated.  The Policy does not cover losses
in connection with claims relating to the purchase,  sale, offer or solicitation
of an offer to purchase or sell any security or any violation of the  Securities
Act of 1933,  as amended  (the  "Securities  Act"),  or the  Exchange  Act,  and
excludes certain other losses.

Item 7.  Exemption from Registration Claimed

            Not applicable.

Item 8.  Exhibits

Exhibit
Number   Description

  5      Opinion of Dorsey & Whitney LLP

  23.1   Consent of Ernst & Young LLP

  23.2   Consent of Dorsey & Whitney LLP  (included  in  Exhibit 5  to this
         Registration Statement)

  24     Power of Attorney

                                       3
<PAGE>


Item 9.  Undertakings

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; 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  (1)(i) and (1)(ii) above will 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  Securities  Exchange  Act of 1934 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 
bonafide 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.

      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.

      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 that 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  of 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.


                                       4
<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 the City of Hauppauge, State of New York, on October 15, 1998.

                                     CURATIVE HEALTH SERVICES, INC.

                                     By /s/  John C. Prior
                                        ----------------------------
                                             John C. Prior
                                             Chief Financial Officer

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

      Name                Title                                 Date


   /s/John Vakoutis       President, Chief Executive Officer,   October 15, 1998
      ------------        (principal executive officer)
      John Vakoutis       and Director        
                          

   /s/John C. Prior       Senior Vice President, Finance,       October 15, 1998
      -------------       Chief Financial Officer (principal
      John C. Prior       financial and accounting officer)        
                          

   *                         Director
   Gerardo Canet

   *                         Director
   Daniel A. Gregorie, M.D.

   *                         Director
   Lawrence Hoff

   *                         Director
   Timothy I. Maudlin

   *                         Director
   Gerard Moufflet

   *                         Chairman of the Board,
   Lawrence J. Steusser, Jr. Director



*By:/s/ John Vakoutis                                           October 15, 1998
        -------------
        John Vakoutis


                                       5
<PAGE>


                                EXHIBIT INDEX


Exhibit Number    Description

    5             Opinion of Dorsey & Whitney LLP

    23.1          Consent of Ernst & Young LLP

    23.2          Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 to
                  this Registration Statement)

    24            Power of Attorney


                                       6
<PAGE>

                                                                       Exhibit 5

               [Letterhead of Dorsey & Whitney LLP]

                        October 15, 1998


Curative Health Services, Inc.
150 Motor Parkway
Hauppauge, NY  11788-5145

Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

      We have acted as counsel to Curative  Health  Services,  Inc., a Minnesota
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 (the "Registration Statement") relating to the sale by the Company from time
to time of up to 1,216,956 shares of Common Stock,  $.01 par value per share, of
the Company (the "Shares"), issuable pursuant to the Company's 1991 Stock Option
Plan, as amended (the "Plan").

      We have examined such documents and have reviewed such questions of law as
we have  considered  necessary and  appropriate for the purposes of the opinions
set forth below.

      In  rendering  our  opinions,  we have  assumed  the  authenticity  of all
documents  submitted to us as originals,  the  genuineness of all signatures and
the  conformity  to  authentic  originals  of all  documents  submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all  natural  persons  and,  with  respect to all  parties to  agreements  or
instruments  relevant  hereto other than the Company,  that such parties had the
requisite power and authority  (corporate or otherwise) to execute,  deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise),  executed
and delivered by such parties and that such  agreements or  instruments  are the
valid,  binding and enforceable  obligations of such parties. As to questions of
fact material to our opinions,  we have relied upon  certificates of officers of
the Company and of public officials.

      Based on the  foregoing,  we are of the opinion  that the Shares have been
duly authorized and, upon issuance,  delivery and payment therefor in accordance
with  the  terms  of  the  Plan,  will  be  validly   issued,   fully  paid  and
nonassessable.

      Our  opinions  expressed  above  are  limited  to the laws of the State of
Minnesota.

      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration Statement.


                                             Very truly yours,


                                             /s/  Dorsey & Whitney LLP
                                                  --------------------
                                                  TSH

                                       7
<PAGE>

                                                                    Exhibit 23.1

                 CONSENT OF INDEPENDENT AUDITORS


                    We  consent  to  the   incorporation  by  reference  in  the
Registration  Statement  (Form  S-8  No.  333-  )  pertaining  to  the  Curative
Technologies,  Inc.  1991 Stock  Option  Plan,  as amended,  of our report dated
February 9, 1998,  with respect to the  consolidated  financial  statements  and
schedule of Curative Health Services,  Inc.  included in its Annual Report (Form
10-K) for the year  ended  December  31,  1997,  filed with the  Securities  and
Exchange Commission.


                                            /s/ Ernst & Young LLP



Melville, New York
October 15, 1998


                                       8
<PAGE>


                                                                      Exhibit 24

                        POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below hereby  constitutes  and appoints John Vakoutis and John C. Prior,
jointly and severally,  his  attorneys-in-fact,  with full power of substitution
and  resubstitution,  for him in any and all capacities,  to sign a registration
statement, and any or all amendments thereto, on Form S-8 for the sale of shares
of Curative Health Services,  Inc. common stock, $.01 par value, pursuant to the
Curative Technologies,  Inc. 1991 Stock Option Plan, as amended, and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said  attorneys-in-fact  or any of them, or their or his  substitutes,  may
lawfully do or cause to be done by virtue hereof.


      Name                                                 Date

   /s/  John Vakoutis                                      October 15, 1998
        ------------- 
        John Vakoutis


   /s/  John C. Prior                                      October 15, 1998
        -------------
        John C. Prior


   /s/  Gerardo Canet                                      October 15, 1998
        -------------
        Gerardo Canet


   /s/  Daniel A. Gregorie, M.D.                           October 15, 1998
        ------------------------ 
        Daniel A. Gregorie, M.D.


   /s/  Lawrence Hoff                                      October 15, 1998
        -------------
        Lawrence Hoff


   /s/  Timothy I. Maudlin                                 October 15, 1998
        ------------------
        Timothy I. Maudlin


   /s/  Gerard Moufflet                                    October 15, 1998
        ---------------
        Gerard Moufflet


   /s/  Lawrence J. Steusser, Jr.                          October 15, 1998
        -------------------------
        Lawrence J. Steusser, Jr.



                                       9
<PAGE>

               [LETTERHEAD OF DORSEY & WHITNEY LLP]



                         STEPHEN KOZACHOK
                          (612) 343-7913


                        October 15, 1998


Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

      Re:   Curative Health Services, Inc. (the "Company")
            Registration Statement on Form S-8

Ladies and Gentlemen:

      On behalf of the  Company,  we  transmit  herewith  for  filing  under the
Securities Act of 1933, as amended,  a  Registration  Statement on Form S-8 (the
"Registration  Statement")  covering  1,216,956  shares of the Company's  common
stock issuable pursuant to the Company's 1991 Stock Option Plan, as amended.

      Pursuant to Item 302 of Regulation  S-T, the names of the  signatories  to
the Registration Statement have been typed in the  electronically-filed  version
of the Registration Statement, and the corresponding manual signatures have been
retained in the Company's files.  The registration  filing fee in the amount set
forth on the cover page of the  Registration  Statement has been  transmitted to
the  Securities  and  Exchange  Commission's  bank account at The Mellon Bank in
Pittsburgh, Pennsylvania.

      Please call me at (612) 343-7913 if any questions arise in connection with
this submission. Thank you.

                                       Very truly yours,

                                       /s/ Steve Kozachok
Enclosures
cc:   John C. Prior
      Timothy S. Hearn, Esq.
      Nasdaq Stock Market


                                       10
<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 the City of Hauppauge, State of New York, on October ___, 1998.

                                     CURATIVE HEALTH SERVICES, INC.

                                     By  -------------
                                         John C. Prior
                                         Chief Financial Officer

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

   Name                   Title                                 Date

                          President, Chief Executive Officer,   October 15, 1998
   John Vakoutis          (principal executive officer) and
                          Director

                          Senior Vice President, Finance,       October 15, 1998
   John C. Prior          Chief Financial Officer (principal
                          financial and accounting officer)

                                Director
   Gerardo Canet

                                Director
   Daniel A. Gregorie, M.D.

                                Director
   Lawrence Hoff

                                Director
   Timothy I. Maudlin

                                Director
   Gerard Moufflet

                                Chairman of the Board,
   Lawrence J. Steusser, Jr.    Director



By:  -------------
     John Vakoutis                                              October 15, 1998
    

                                       11
<PAGE>

                        POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below hereby  constitutes  and appoints John Vakoutis and John C. Prior,
jointly and severally,  his  attorneys-in-fact,  with full power of substitution
and  resubstitution,  for him in any and all capacities,  to sign a registration
statement, and any or all amendments thereto, on Form S-8 for the sale of shares
of Curative Health Services,  Inc. common stock, $.01 par value, pursuant to the
Curative Technologies,  Inc. 1991 Stock Option Plan, as amended, and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said  attorneys-in-fact  or any of them, or their or his  substitutes,  may
lawfully do or cause to be done by virtue hereof.


   Name                                      Date

                                             October 15, 1998
   John Vakoutis


                                             October 15, 1998
   John C. Prior


                                             October 15, 1998
   Gerardo Canet


                                             October 15, 1998
   Daniel A. Gregorie, M.D.


                                             October 15, 1998
   Lawrence Hoff


                                             October 15, 1998
   Timothy I. Maudlin


                                             October 15, 1998
   Gerard Moufflet


                                             October 15, 1998
   Lawrence J. Steusser, Jr.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 26766}]
{"company-data": {"conformed-name": "CURATIVE HEALTH SERVICES INC", "cik": "0000874212", "assigned-sic": "8093", "irs-number": "411503914", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65751", "film-number": "98726445"}, "business-address": {"street1": "150 MOTOR PARKWAY", "city": "HAUPPAUGE", "state": "NY", "zip": "11788-5145", "phone": "5162327000"}, "mail-address": {"street1": "150 MOTOR PARKWAY", "city": "HAUPPAUGE", "state": "NY", "zip": "117885145"}, "former-company": {"former-conformed-name": "CURATIVE TECHNOLOGIES INC /MN", "date-changed": "19930328"}}
II-3
    As filed with the Securities and Exchange Commission on October 15, 1998
                              Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                 ------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                                 ------------

                        Curative Health Services, Inc.
            (Exact name of registrant as specified in its charter)

              Minnesota                                41-1503914
    (State or other jurisdiction                    (I.R.S. Employer
  of incorporation or organization)                Identification No.)

          150 Motor Parkway
         Hauppauge, New York                            11788-5145
(Address of Principal Executive Offices)                (Zip Code)

        Curative Technologies, Inc. 1991 Stock Option Plan, as amended
                           (full title of the plan)

            John Vakoutis                               Copy to:
President and Chief Executive Officer            Timothy S. Hearn, Esq.
   Curative Health Services, Inc.                 Dorsey & Whitney LLP
          150 Motor Parkway                      220 South Sixth Street
   Hauppauge, New York 11788-5145           Minneapolis, Minnesota 55402-1498
(Name and address of agent for service)

           (516) 232-7000                            (612) 340-7802
(Telephone number, including area code, of agent for service)
                             --------------------

      Approximate date of commencement of proposed sale to the public: from time
to time after the effective date of this Registration Statement.

                       CALCULATION OF REGISTRATION FEE
Proposed           Proposed
Title of each class                  Maximum Offering   Maximum
of Securities to be   Amount to be   Price              Aggregate Offering   Amount of
registered            registered     per Share (1)      Price (1)            Registration Fee (1)

  Common Stock
($.01 par value)      1,400,000      $ 25.00            $ 35,000,000         $ 10,325.00 

(1)   Determined  pursuant to Rule 457(c),  based on the average of the high and
      low sale prices of the Common  Stock as  reported  on the Nasdaq  National
      Market System on October 12, 1998.
1
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

      The following  documents filed with the Securities and Exchange Commission
by Curative Health Services,  Inc., or its predecessor,  Curative  Technologies,
Inc. (the "Company") are hereby  incorporated by reference in this  Registration
Statement:

            (a) The  Company's  annual  report on Form  10-K for the year  ended
      December 31, 1997;

            (b) The  Company's  quarterly  reports on Form 10-Q for the quarters
      ended March 31, 1998 and June 30, 1998; and

            (c) The  description  of the common  stock,  $.01 par value,  of the
      Company  (the "Common  Stock")  contained  in the  Company's  Registration
      Statements on Form 8-A filed on June 26, 1991,  and October 26, 1995,  and
      any amendment or report updating such description  filed subsequent to the
      date of such  Registration  Statements and prior to the termination of the
      offering described herein.

      In  addition,  all  documents  filed by the  Company  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date hereof 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 hereof from the respective dates of filing of such 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 302A.521,  subd. 2, of the Minnesota Statutes requires the Company
to indemnify a person made or  threatened  to be made a party to a proceeding by
reason of the former or present official  capacity of the person with respect to
the Company, against judgments, penalties, fines, including, without limitation,
excise taxes  assessed  against the person with  respect to an employee  benefit
plan,  settlements,  and  reasonable  expenses,  including  attorneys'  fees and
disbursements,  incurred by the person in connection  with the  proceeding  with
respect to the same acts or omissions  if, with respect to the acts or omissions
the subject of the  proceeding,  such person:  (1) has not been  indemnified  by
another organization or employee benefit plan for the same judgments,  penalties
or fines;  (2) acted in good faith; (3) received no improper  personal  benefit,
and  statutory  procedure  has  been  followed  in the case of any  conflict  of
interest  by a  director;  (4) in the  case  of a  criminal  proceeding,  had no
reasonable  cause to believe the conduct  was  unlawful;  and (5) in the case of
acts or omissions occurring in the person's performance in the official capacity
of  director  or, for a person  not a  director,  in the  official  capacity  of
officer,  board  committee  member or  employee,  reasonably  believed  that the
conduct was in the best interests of the Company, or, in the case of performance
by a director,  officer or employee of the Company was serving at the request of
the Company or whose duties involved  service as a director,  officer,  partner,
trustee,  employee or agent of another  organization  or employee  benefit plan,
reasonably  believed  that the conduct was not opposed to the best  interests of
the Company. In addition,  Section 302A.521, subd. 3, of the Minnesota statutes,
requires payment by the Company, upon written request, of reasonable expenses in
advance of final  disposition of the proceeding in certain instances upon, among
other  things,  receipt  of a  written  undertaking  by the  person to repay all
amounts  so  advanced  if it is  ultimately  determined  that the  person is not
entitled  to  indemnification,  unless  otherwise  limited  by the  Articles  of
Incorporation or Bylaws of the Company. The Company's Bylaws limit the Company's
indemnification  obligations to directors and officers,  except as may otherwise
be required by law.

                                       2
A decision as to required  indemnification  is made,  depending on certain
circumstances,  by a disinterested majority of the Board of Directors present at
a meeting at which a disinterested  quorum is present, by a designated committee
of the Board, by special legal counsel, by the shareholders,  or by a court. The
Company's Fourth Restated  Articles of Incorporation  provide that a director is
not liable to the Company or its  shareholders  for monetary  damages  resulting
from a breach of fiduciary duty as a director,  except for liability (i) for any
breach of the  director's  duty of loyalty to the  Company or its  shareholders;
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing  violation of law; (iii) for transactions from which the
director  derived  an  improper  personal  benefit;  (iv)  under  the  Minnesota
statutory  provision  making  directors  personally  liable,  under a negligence
standard,  for  unlawful  payment of dividends  or unlawful  stock  purchases or
redemptions;  or (v) for any act or  omission  occurring  prior  to the  date of
adoption of such indemnification provision.

      The Company  maintains a directors'  and officers'  insurance  policy (the
"Policy") in the aggregate  amount of $5,000,000 which insures the directors and
officers of the Company  against  losses  arising  from  certain  claims for any
Wrongful  Act (as defined in the Policy) by the  directors  or officers in their
respective capacities as such, or to the extent that the Company has indemnified
such directors or officers,  which insures the Company  against such losses when
and to the extent that the Company has  indemnified  such  directors or officers
for such losses under the  Company's  Articles of  Incorporation  or Bylaws,  by
contract or otherwise  pursuant to applicable  law. The Policy expires on August
1, 1999 unless renewed or earlier  terminated.  The Policy does not cover losses
in connection with claims relating to the purchase,  sale, offer or solicitation
of an offer to purchase or sell any security or any violation of the  Securities
Act of 1933,  as amended  (the  "Securities  Act"),  or the  Exchange  Act,  and
excludes certain other losses.

Item 7.  Exemption from Registration Claimed

            Not applicable.

Item 8.  Exhibits

Exhibit
Number   Description

  5      Opinion of Dorsey & Whitney LLP

  23.1   Consent of Ernst & Young LLP

  23.2   Consent of Dorsey & Whitney LLP  (included  in  Exhibit 5  to this
         Registration Statement)

  24     Power of Attorney

                                       3
Item 9.  Undertakings

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; 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  (1)(i) and (1)(ii) above will 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  Securities  Exchange  Act of 1934 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 
bonafide 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.

      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.

      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 that 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  of 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.

                                       4
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 the City of Hauppauge, State of New York, on October 15, 1998.

                                     CURATIVE HEALTH SERVICES, INC.

                                     By /s/  John C. Prior
                                        ----------------------------
                                             John C. Prior
                                             Chief Financial Officer

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

      Name                Title                                 Date

   /s/John Vakoutis       President, Chief Executive Officer,   October 15, 1998
      ------------        (principal executive officer)
      John Vakoutis       and Director        
                          

   /s/John C. Prior       Senior Vice President, Finance,       October 15, 1998
      -------------       Chief Financial Officer (principal
      John C. Prior       financial and accounting officer)        
                          

   *                         Director
   Gerardo Canet

   *                         Director
   Daniel A. Gregorie, M.D.

   *                         Director
   Lawrence Hoff

   *                         Director
   Timothy I. Maudlin

   *                         Director
   Gerard Moufflet

   *                         Chairman of the Board,
   Lawrence J. Steusser, Jr. Director

*By:/s/ John Vakoutis                                           October 15, 1998
        -------------
        John Vakoutis

                                       5
EXHIBIT INDEX

Exhibit Number    Description

    5             Opinion of Dorsey & Whitney LLP

    23.1          Consent of Ernst & Young LLP

    23.2          Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 to
                  this Registration Statement)

    24            Power of Attorney

                                       6
Exhibit 5

               [Letterhead of Dorsey & Whitney LLP]

                        October 15, 1998

Curative Health Services, Inc.
150 Motor Parkway
Hauppauge, NY  11788-5145

Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

      We have acted as counsel to Curative  Health  Services,  Inc., a Minnesota
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 (the "Registration Statement") relating to the sale by the Company from time
to time of up to 1,216,956 shares of Common Stock,  $.01 par value per share, of
the Company (the "Shares"), issuable pursuant to the Company's 1991 Stock Option
Plan, as amended (the "Plan").

      We have examined such documents and have reviewed such questions of law as
we have  considered  necessary and  appropriate for the purposes of the opinions
set forth below.

      In  rendering  our  opinions,  we have  assumed  the  authenticity  of all
documents  submitted to us as originals,  the  genuineness of all signatures and
the  conformity  to  authentic  originals  of all  documents  submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all  natural  persons  and,  with  respect to all  parties to  agreements  or
instruments  relevant  hereto other than the Company,  that such parties had the
requisite power and authority  (corporate or otherwise) to execute,  deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise),  executed
and delivered by such parties and that such  agreements or  instruments  are the
valid,  binding and enforceable  obligations of such parties. As to questions of
fact material to our opinions,  we have relied upon  certificates of officers of
the Company and of public officials.

      Based on the  foregoing,  we are of the opinion  that the Shares have been
duly authorized and, upon issuance,  delivery and payment therefor in accordance
with  the  terms  of  the  Plan,  will  be  validly   issued,   fully  paid  and
nonassessable.

      Our  opinions  expressed  above  are  limited  to the laws of the State of
Minnesota.

      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration Statement.

                                             Very truly yours,

                                             /s/  Dorsey & Whitney LLP
                                                  --------------------
                                                  TSH

                                       7
Exhibit 23.1

                 CONSENT OF INDEPENDENT AUDITORS

                    We  consent  to  the   incorporation  by  reference  in  the
Registration  Statement  (Form  S-8  No.  333-  )  pertaining  to  the  Curative
Technologies,  Inc.  1991 Stock  Option  Plan,  as amended,  of our report dated
February 9, 1998,  with respect to the  consolidated  financial  statements  and
schedule of Curative Health Services,  Inc.  included in its Annual Report (Form
10-K) for the year  ended  December  31,  1997,  filed with the  Securities  and
Exchange Commission.

                                            /s/ Ernst & Young LLP

Melville, New York
October 15, 1998

                                       8
Exhibit 24

                        POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below hereby  constitutes  and appoints John Vakoutis and John C. Prior,
jointly and severally,  his  attorneys-in-fact,  with full power of substitution
and  resubstitution,  for him in any and all capacities,  to sign a registration
statement, and any or all amendments thereto, on Form S-8 for the sale of shares
of Curative Health Services,  Inc. common stock, $.01 par value, pursuant to the
Curative Technologies,  Inc. 1991 Stock Option Plan, as amended, and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said  attorneys-in-fact  or any of them, or their or his  substitutes,  may
lawfully do or cause to be done by virtue hereof.

      Name                                                 Date

   /s/  John Vakoutis                                      October 15, 1998
        ------------- 
        John Vakoutis

   /s/  John C. Prior                                      October 15, 1998
        -------------
        John C. Prior

   /s/  Gerardo Canet                                      October 15, 1998
        -------------
        Gerardo Canet

   /s/  Daniel A. Gregorie, M.D.                           October 15, 1998
        ------------------------ 
        Daniel A. Gregorie, M.D.

   /s/  Lawrence Hoff                                      October 15, 1998
        -------------
        Lawrence Hoff

   /s/  Timothy I. Maudlin                                 October 15, 1998
        ------------------
        Timothy I. Maudlin

   /s/  Gerard Moufflet                                    October 15, 1998
        ---------------
        Gerard Moufflet

   /s/  Lawrence J. Steusser, Jr.                          October 15, 1998
        -------------------------
        Lawrence J. Steusser, Jr.

                                       9
[LETTERHEAD OF DORSEY & WHITNEY LLP]

                         STEPHEN KOZACHOK
                          (612) 343-7913

                        October 15, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

      Re:   Curative Health Services, Inc. (the "Company")
            Registration Statement on Form S-8

Ladies and Gentlemen:

      On behalf of the  Company,  we  transmit  herewith  for  filing  under the
Securities Act of 1933, as amended,  a  Registration  Statement on Form S-8 (the
"Registration  Statement")  covering  1,216,956  shares of the Company's  common
stock issuable pursuant to the Company's 1991 Stock Option Plan, as amended.

      Pursuant to Item 302 of Regulation  S-T, the names of the  signatories  to
the Registration Statement have been typed in the  electronically-filed  version
of the Registration Statement, and the corresponding manual signatures have been
retained in the Company's files.  The registration  filing fee in the amount set
forth on the cover page of the  Registration  Statement has been  transmitted to
the  Securities  and  Exchange  Commission's  bank account at The Mellon Bank in
Pittsburgh, Pennsylvania.

      Please call me at (612) 343-7913 if any questions arise in connection with
this submission. Thank you.

                                       Very truly yours,

                                       /s/ Steve Kozachok
Enclosures
cc:   John C. Prior
      Timothy S. Hearn, Esq.
      Nasdaq Stock Market

                                       10
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 the City of Hauppauge, State of New York, on October ___, 1998.

                                     CURATIVE HEALTH SERVICES, INC.

                                     By  -------------
                                         John C. Prior
                                         Chief Financial Officer

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

   Name                   Title                                 Date

                          President, Chief Executive Officer,   October 15, 1998
   John Vakoutis          (principal executive officer) and
                          Director

                          Senior Vice President, Finance,       October 15, 1998
   John C. Prior          Chief Financial Officer (principal
                          financial and accounting officer)

                                Director
   Gerardo Canet

                                Director
   Daniel A. Gregorie, M.D.

                                Director
   Lawrence Hoff

                                Director
   Timothy I. Maudlin

                                Director
   Gerard Moufflet

                                Chairman of the Board,
   Lawrence J. Steusser, Jr.    Director

By:  -------------
     John Vakoutis                                              October 15, 1998
    

                                       11
POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below hereby  constitutes  and appoints John Vakoutis and John C. Prior,
jointly and severally,  his  attorneys-in-fact,  with full power of substitution
and  resubstitution,  for him in any and all capacities,  to sign a registration
statement, and any or all amendments thereto, on Form S-8 for the sale of shares
of Curative Health Services,  Inc. common stock, $.01 par value, pursuant to the
Curative Technologies,  Inc. 1991 Stock Option Plan, as amended, and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said  attorneys-in-fact  or any of them, or their or his  substitutes,  may
lawfully do or cause to be done by virtue hereof.

   Name                                      Date

                                             October 15, 1998
   John Vakoutis

                                             October 15, 1998
   John C. Prior

                                             October 15, 1998
   Gerardo Canet

                                             October 15, 1998
   Daniel A. Gregorie, M.D.

                                             October 15, 1998
   Lawrence Hoff

                                             October 15, 1998
   Timothy I. Maudlin

                                             October 15, 1998
   Gerard Moufflet

                                             October 15, 1998
   Lawrence J. Steusser, Jr.