As filed with the Securities and Exchange Commission on May 11, 2001

                                                     Registration No. 333-______
================================================================================

                                  UNITED STATES
                       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 of                            (I.R.S. Employer
          incorporation)                                     Identification No.)
    150 Motor Parkway, Hauppauge, New York                   11788-5145
   (Address of principal executive offices)                 (Zip Code)

            CURATIVE HEALTH SERVICES, INC. 2000 STOCK INCENTIVE PLAN
                            (Full title of the plan)


             John C. Prior                              Seth Truwit, Esq.
 President and Interim Chief Executive                 Dorsey & Whitney LLP
                Officer                  Copy to:        250 Park Avenue
     Curative Health Services, Inc.                  New York, New York 10177
           150 Motor Parkway                              (212) 415-9200
     Hauppauge, New York 11788-5145
 (Name, address and telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                         Proposed      Proposed
                                         maximum       maximum
                                         offering     aggregate      Amount of
 Title of securities   Amount to be     price per   offering price  registration
  to be registered      registered      share (1)          (1)             fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                      1,600,000
Common Stock, $.01     shares(2)          $7.76      $12,416,000      $3,104.00
par value

================================================================================
================================================================================

--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in
   accordance with Rule 457(c) under the Securities Act of 1933, as amended,
   based upon the average of the high and low sales prices of the Common Stock
   as reported on the Nasdaq National Market System on May 9, 2001.
--------------------------------------------------------------------------------

(2) Consists of 1,600,000 shares of Common Stock issuable upon exercise of
   options granted or to be granted under the Stock Incentive Plan.

<PAGE>

                                      II-6
PART I.
                      INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS


Item 1.     Plan Information.*
            ----------------

Item 2.     Registrant Information and Employee Plan Annual Information.*
            -----------------------------------------------------------

*     Information required by Part I to be contained in the Section 10(a)
      prospectus is omitted from this Registration Statement in accordance with
      Rule 428 of the Securities Act of 1933, as amended (the "Securities Act"),
      and the Note to Part I of Form S-8.

PART II.
                     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.     Incorporation of Documents by Reference.
            ---------------------------------------

            The following documents that we have filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:

o     our Annual Report on Form 10-K for the year ended December 31, 2000, filed
      on April 2, 2001;

o     our Current Report on Form 8-K, filed on April 13, 2001;

o     the description of our common stock contained in any registration
      statement or report filed by us under the Securities Exchange Act
      of 1934, as amended (the "Exchange Act"), including any amendment
      or report filed for the purpose of updating such description.

            All documents filed by us pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment indicating that all securities offered by this
Registration Statement have been sold, or deregistering all securities remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part of this Registration Statement 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.
<PAGE>


Item 6.     Indemnification of Directors and Officers.
            -----------------------------------------

            Section 302A.521, subd. 2, of the Minnesota Statutes requires the
Registrant 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 Registrant, 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 Registrant, or, in the case of
performance by a director, officer or employee of the Registrant was serving at
the request of the Registrant 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 Registrant. In addition, Section 302A.521, subd. 3, of the
Minnesota statutes, requires payment by the Registrant, 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 Registrant. The Registrant's Bylaws
limit the Registrant's indemnification obligations to directors and officers,
except as may otherwise be required by law.

            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 Registrant's Fourth Restated Articles of Incorporation provide that a
director is not liable to the Registrant 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 Registrant
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 Registrant 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 Registrant 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 Registrant has
indemnified such directors or officers, which insures the Registrant against
such losses when and to the extent that the Registrant has indemnified such
directors or officers for such losses under the Registrant's Articles of
Incorporation or Bylaws, by contract or otherwise pursuant to applicable law.
The Policy expires on August 1, 2001 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 or the Exchange Act, and excludes certain other
losses.
<PAGE>

Item 7.     Exemption from Registration Claimed.
            -----------------------------------

            Not applicable.

Item 8.     Exhibits.
            --------

            5.1   Opinion of Dorsey & Whitney LLP.

            23.1  Consent of Ernst & Young LLP.

            23.2  Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to
                  this registration statement).

            24    Power of Attorney.

Item 9.     Undertakings.
            ------------

(a)   The undersigned Registrant hereby undertakes:


     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:


     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar value of securities would not exceed that which was registered)
          and any deviation  from the low or high end of the  estimated  maximum
          offering  range may be reflected in the form of prospectus  filed with
          the  Commission  pursuant  to Rule  424(b) if, in the  aggregate,  the
          changes in volume and price represent no more than a 20% change in the
          maximum  aggregate  offering  price set forth in the  "Calculation  of
          Registration Fee" table in the effective registration statement; and

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

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
      apply if information required to be included in a post-effective amendment
      by those paragraphs is contained in periodic reports filed with or
      furnished to the Commission by the registrant pursuant to Section 13 or
      Section 15(d) of the Exchange Act of 1934 that are incorporated by
      reference in the registration statement.
<PAGE>

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.


(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.


(c) Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or other controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hauppauge, State of New York, on May 7, 2001.


                                    CURATIVE HEALTH SERVICES, INC.


                                  By /s/ John C. Prior
                                  ---------------------------------------------
                                  John C. Prior
                                  President and Interim Chief Executive Officer
<PAGE>


            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 May 7, 2001.

Signature                              Title
--------------------------------------------------------------------------------
/s/ John C. Prior               President and Interim Chief
------------------------        Executive Officer
    John C. Prior              (principal executive officer)

/s/ Thomas Axmacher             Chief Financial Officer
------------------------        (principal financial and
    Thomas Axmacher              accounting officer)

*                               Director
------------------------
Joseph Feshbach
*                               Director
------------------------
Joel Kurtzman
*                               Director
------------------------
Daniel Gregorie
*                               Director
------------------------
Daniel Berce
*                               Director
------------------------
Gerard Moufflet
*                               Director
------------------------
Larry English
*                               Director
------------------------
Paul Auerbach
*                               Director
------------------------
Timothy Maudlin

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

*By   /s/ John C. Prior
    --------------------
      John C. Prior

<PAGE>

                                  EXHIBIT INDEX

      5.1   Opinion of Dorsey & Whitney LLP.

      23.1  Consent of Ernst & Young LLP.

      23.2  Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to this
            registration statement).

      24.1  Power of Attorney.

<PAGE>

                                                                     EXHIBIT 5.1

                         Opinion of Dorsey & Whitney LLP

                                  May 10, 2001

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") covering 1,600,000 authorized and unissued
shares of Common Stock, $.01 par value per share, of the Company (the "Shares"),
issuable pursuant to the Company's 2000 Stock Incentive Plan (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

<PAGE>

                                                                    EXHIBIT 23.1


                         Consent of Independent auditors


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000) pertaining to the Curative Health Services, Inc. 2000 Stock
Incentive Plan of our report dated March 20, 2001, 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, 2000,
filed with the Securities and Exchange Commission.





Melville, New York
May 7, 2001

<PAGE>

                                                                    EXHIBIT 24.1


                                POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John C. Prior, and Thomas
Axmacher, each of them, his or her true and lawful attorneys-in-fact and agents,
each acting alone, with full powers of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8, and any and all amendments (including
post-effective amendments) thereto, relating to the issuance of an aggregate of
1,600,000 shares of Common Stock of Curative Health Services, Inc. pursuant to
the Curative Health Services, Inc. 2000 Stock Incentive Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

Dated:      May 7, 2001


Signature                                     Title

/s/ John C. Prior               President and Interim Chief
------------------------        Executive Officer
John C. Prior                  (principal executive officer)

/s/ Thomas Axmacher             Chief Financial Officer
------------------------       (principal financial and
Thomas Axmacher                 accounting officer)

/s/ Joseph Feshbach             Director
------------------------
Joseph Feshbach

/s/ Joel Kurtzman               Director
------------------------
Joel Kurtzman

/s/ Daniel Gregorie             Director
------------------------
Daniel Gregorie

/s/ Daniel Berce                Director
------------------------
Daniel Berce

/s/ Gerard Moufflet             Director
------------------------
Gerard Moufflet

/s/ Larry English               Director
------------------------
Larry English

/s/ Paul Auerbach               Director
------------------------
Paul Auerbach

/s/ Timothy Maudlin             Director
------------------------
Timothy Maudlin

--------------------------------------------------------------------------------
[{"type": "S-8", "sequence": "1", "filename": "cure2000plans8.txt", "description": "S-8 FILING 2000 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 23160}]
{"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": "333-60852", "film-number": "1633224"}, "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"}}
As filed with the Securities and Exchange Commission on May 11, 2001

                                                     Registration No. 333-______
================================================================================

                                  UNITED STATES
                       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 of                            (I.R.S. Employer
          incorporation)                                     Identification No.)
    150 Motor Parkway, Hauppauge, New York                   11788-5145
   (Address of principal executive offices)                 (Zip Code)

            CURATIVE HEALTH SERVICES, INC. 2000 STOCK INCENTIVE PLAN
                            (Full title of the plan)

             John C. Prior                              Seth Truwit, Esq.
 President and Interim Chief Executive                 Dorsey & Whitney LLP
                Officer                  Copy to:        250 Park Avenue
     Curative Health Services, Inc.                  New York, New York 10177
           150 Motor Parkway                              (212) 415-9200
     Hauppauge, New York 11788-5145
 (Name, address and telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                         Proposed      Proposed
                                         maximum       maximum
                                         offering     aggregate      Amount of
 Title of securities   Amount to be     price per   offering price  registration
  to be registered      registered      share (1)          (1)             fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                      1,600,000
Common Stock, $.01     shares(2)          $7.76      $12,416,000      $3,104.00
par value

================================================================================
================================================================================

--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in
   accordance with Rule 457(c) under the Securities Act of 1933, as amended,
   based upon the average of the high and low sales prices of the Common Stock
   as reported on the Nasdaq National Market System on May 9, 2001.
--------------------------------------------------------------------------------

(2) Consists of 1,600,000 shares of Common Stock issuable upon exercise of
   options granted or to be granted under the Stock Incentive Plan.
II-6
PART I.
                      INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.*
            ----------------

Item 2.     Registrant Information and Employee Plan Annual Information.*
            -----------------------------------------------------------

*     Information required by Part I to be contained in the Section 10(a)
      prospectus is omitted from this Registration Statement in accordance with
      Rule 428 of the Securities Act of 1933, as amended (the "Securities Act"),
      and the Note to Part I of Form S-8.

PART II.
                     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.
            ---------------------------------------

            The following documents that we have filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:

o     our Annual Report on Form 10-K for the year ended December 31, 2000, filed
      on April 2, 2001;

o     our Current Report on Form 8-K, filed on April 13, 2001;

o     the description of our common stock contained in any registration
      statement or report filed by us under the Securities Exchange Act
      of 1934, as amended (the "Exchange Act"), including any amendment
      or report filed for the purpose of updating such description.

            All documents filed by us pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment indicating that all securities offered by this
Registration Statement have been sold, or deregistering all securities remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part of this Registration Statement 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
Registrant 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 Registrant, 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 Registrant, or, in the case of
performance by a director, officer or employee of the Registrant was serving at
the request of the Registrant 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 Registrant. In addition, Section 302A.521, subd. 3, of the
Minnesota statutes, requires payment by the Registrant, 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 Registrant. The Registrant's Bylaws
limit the Registrant's indemnification obligations to directors and officers,
except as may otherwise be required by law.

            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 Registrant's Fourth Restated Articles of Incorporation provide that a
director is not liable to the Registrant 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 Registrant
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 Registrant 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 Registrant 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 Registrant has
indemnified such directors or officers, which insures the Registrant against
such losses when and to the extent that the Registrant has indemnified such
directors or officers for such losses under the Registrant's Articles of
Incorporation or Bylaws, by contract or otherwise pursuant to applicable law.
The Policy expires on August 1, 2001 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 or the Exchange Act, and excludes certain other
losses.
Item 7.     Exemption from Registration Claimed.
            -----------------------------------

            Not applicable.

Item 8.     Exhibits.
            --------

            5.1   Opinion of Dorsey & Whitney LLP.

            23.1  Consent of Ernst & Young LLP.

            23.2  Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to
                  this registration statement).

            24    Power of Attorney.

Item 9.     Undertakings.
            ------------

(a)   The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar value of securities would not exceed that which was registered)
          and any deviation  from the low or high end of the  estimated  maximum
          offering  range may be reflected in the form of prospectus  filed with
          the  Commission  pursuant  to Rule  424(b) if, in the  aggregate,  the
          changes in volume and price represent no more than a 20% change in the
          maximum  aggregate  offering  price set forth in the  "Calculation  of
          Registration Fee" table in the effective registration statement; and

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

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
      apply if information required to be included in a post-effective amendment
      by those paragraphs is contained in periodic reports filed with or
      furnished to the Commission by the registrant pursuant to Section 13 or
      Section 15(d) of the 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, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or other controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hauppauge, State of New York, on May 7, 2001.

                                    CURATIVE HEALTH SERVICES, INC.

                                  By /s/ John C. Prior
                                  ---------------------------------------------
                                  John C. Prior
                                  President and Interim Chief Executive 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 May 7, 2001.

Signature                              Title
--------------------------------------------------------------------------------
/s/ John C. Prior               President and Interim Chief
------------------------        Executive Officer
    John C. Prior              (principal executive officer)

/s/ Thomas Axmacher             Chief Financial Officer
------------------------        (principal financial and
    Thomas Axmacher              accounting officer)

*                               Director
------------------------
Joseph Feshbach
*                               Director
------------------------
Joel Kurtzman
*                               Director
------------------------
Daniel Gregorie
*                               Director
------------------------
Daniel Berce
*                               Director
------------------------
Gerard Moufflet
*                               Director
------------------------
Larry English
*                               Director
------------------------
Paul Auerbach
*                               Director
------------------------
Timothy Maudlin

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

*By   /s/ John C. Prior
    --------------------
      John C. Prior
EXHIBIT INDEX

      5.1   Opinion of Dorsey & Whitney LLP.

      23.1  Consent of Ernst & Young LLP.

      23.2  Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to this
            registration statement).

      24.1  Power of Attorney.
EXHIBIT 5.1

                         Opinion of Dorsey & Whitney LLP

                                  May 10, 2001

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") covering 1,600,000 authorized and unissued
shares of Common Stock, $.01 par value per share, of the Company (the "Shares"),
issuable pursuant to the Company's 2000 Stock Incentive Plan (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
EXHIBIT 23.1

                         Consent of Independent auditors

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000) pertaining to the Curative Health Services, Inc. 2000 Stock
Incentive Plan of our report dated March 20, 2001, 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, 2000,
filed with the Securities and Exchange Commission.

Melville, New York
May 7, 2001
EXHIBIT 24.1

                                POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John C. Prior, and Thomas
Axmacher, each of them, his or her true and lawful attorneys-in-fact and agents,
each acting alone, with full powers of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8, and any and all amendments (including
post-effective amendments) thereto, relating to the issuance of an aggregate of
1,600,000 shares of Common Stock of Curative Health Services, Inc. pursuant to
the Curative Health Services, Inc. 2000 Stock Incentive Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

Dated:      May 7, 2001

Signature                                     Title

/s/ John C. Prior               President and Interim Chief
------------------------        Executive Officer
John C. Prior                  (principal executive officer)

/s/ Thomas Axmacher             Chief Financial Officer
------------------------       (principal financial and
Thomas Axmacher                 accounting officer)

/s/ Joseph Feshbach             Director
------------------------
Joseph Feshbach

/s/ Joel Kurtzman               Director
------------------------
Joel Kurtzman

/s/ Daniel Gregorie             Director
------------------------
Daniel Gregorie

/s/ Daniel Berce                Director
------------------------
Daniel Berce

/s/ Gerard Moufflet             Director
------------------------
Gerard Moufflet

/s/ Larry English               Director
------------------------
Larry English

/s/ Paul Auerbach               Director
------------------------
Paul Auerbach

/s/ Timothy Maudlin             Director
------------------------
Timothy Maudlin

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