SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

                        Date of Report: December 17, 2004


                               CTD HOLDINGS, INC.
                               ------------------
             (Exact name of registrant as specified in its charter)




   Florida                    0-24930                        59-3029743
--------------------------------------------------------------------------------
(State or other         Commission File No.      IRS Employer Identification No.
jurisdiction of
incorporation)


              27317 N.W. 78th Avenue, High Springs, Florida, 32643
              ----------------------------------------------------
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code: 386-454-0887

            --------------------------------------------------------
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material  pursuant to rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17CFR 240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))








Item 3.02  Unregistered Sales of Equity Securities.

The Registrant has entered into an agreement to sell 3,500,000  common shares to
Aspatuck  Holdings,  Ltd.  for a purchase  price of $3,500 for cash.  Closing is
expected to occur on December  23, 2004.  The shares will be issued  pursuant to
Section 4(2) of the Securities  Act of 1933 and will bear a restrictive  legend.
The Registrant has agreed to register the shares purchased.

Item 9.01 Financial Statements and Exhibits.

Exhibit        Description                                        Page(s)

   (a)(1) The following financial statements are
             filed as a part of this report:

   (1)  Underwriting agreement                                     None

   (2)  Plan of acquisition, reorganization,
          arrangement, liquidation or succession                   None

   (4)  Instruments defining the rights of
          security holders, including indentures                   None

   (16)  Letter re change in certifying accountant                 None

   (17)  Letter re director resignation                            None

   (21)  Other documents or statements to security holders         None

   (24)  Consents of Experts and Counsel                           None

   (25)  Power of Attorney                                         None

   (28)  Additional Exhibits                                       None




         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: December 17, 2004         CTD HOLDINGS, INC.
                                 (Registrant)

                                  /s/ C. E. RICK STRATTAN
                                 --------------------------------------
                                 C. E. RICK STRATTAN, President, Chief
                                 Executive Officer, and Chief Financial Officer