II-1
    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. Non-Employee Director 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)      250,000        $ 25.00            $ 6,250,000          $ 1,844.00


(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 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.

      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          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

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 250,000 shares of Common Stock,  $.01 par value per
share,  of the Company  (the "Shares"),  issuable  pursuant to the  Company's
Non-Employee  Director 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.  Non-Employee  Director  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 pursuant to
the Curative  Technologies,  Inc.  Non-Employee Director 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 250,000 shares of the Company's common
stock issuable pursuant to the Company's Non-Employee Director 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
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 23042}]
{"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": "333-65753", "film-number": "98726446"}, "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-1
    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. Non-Employee Director 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)      250,000        $ 25.00            $ 6,250,000          $ 1,844.00

(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 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.

      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          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

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 250,000 shares of Common Stock,  $.01 par value per
share,  of the Company  (the "Shares"),  issuable  pursuant to the  Company's
Non-Employee  Director 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.  Non-Employee  Director  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 pursuant to
the Curative  Technologies,  Inc.  Non-Employee Director 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 250,000 shares of the Company's common
stock issuable pursuant to the Company's Non-Employee Director 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