S-8

Registration No. 333-_______

                   SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                             ______________

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

              CYCLODEXTRIN TECHNOLOGIES DEVELOPMENT, INC.
         (Exact name of registrant as specified in its charter)

         Florida                                    59-3029743
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)

3713 S.W. 42nd Avenue. Suite 3, Gainesville, Florida      32608-6581
     (Address of principal executive office)              (Zip Code)

                        Bruce Brashear, Esq.
                    920 N.W. 8th Avenue, Suite A
                     Gainesville, Florida 32601
                           (352) 336-0800
           (Name, address and telephone number, including 
                  area code, of agent for service)
                           _______________

            Independent Consulting Services Agreement 
          with Diversified Corporate Consulting Group, LLC
                       (Full Title of the Plan)
                           _______________




                 CALCULATION OF REGISTRATION FEE

                                             
   Title           Amount to be   Proposed maximum    Proposed maximum        Amount of
of Securities       registered     offering price    aggregate offering    Registration fee
                                     per share      price 
Common Stock, 
par value $.0001      110,010           $1.25             $171,891               $100


 The price stated above is estimated solely for the purpose of calculation
 of registration fee and is based on the average of the high and low prices 
paid for a share of the Company's Common Stock on July 17, 1996.





PART I

Item 1.     Plan Information


Consulting Services Agreements

     The Independent Consulting Services Agreement entered into May 22, 1996, 
between Cyclodextrin Technologies Development, Inc. (the "Company") and 
Diversified Corporate Consulting Group, LLC (the "Consultant") requires the 
Company to pay Consultant 110,010 shares of the Company's Common Stock as 
compensation for consulting services.  Under the terms of the Independent 
Consulting Services Agreement, Consultant has agreed to provide long-term 
financial, operational and public relations planning and services.  The Common 
Shares are fully vested at the time of issuance.

Item 2.     Registrant Information and Employee Plan Annual Information

     Plan participants may obtain, without charge, upon written or oral 
request, any of the documents incorporated by reference in Item 3 of Part II 
of this Registration Statement; these documents are incorporated by reference 
in the Section 10(a) prospectus which is a part of this Registration 
Statement.  Plan participants may also obtain, without charge, upon written or 
oral request, any other documents required to be delivered to employees 
pursuant to Rule 428(b).  All requests for documents should be directed to:  
Cyclodextrin Technologies Development, Inc., Attention: President, 3713 S.W. 
42nd Avenue, Suite 3, Gainesville, FL 32608-6581; telephone 352-375-6822.

PART II

Item 3.     Incorporation of Documents by Reference

The following documents are incorporated by reference into this Registration 
Statement, and are made a part hereof:

(a)     The Registrant's latest annual report for the year ended December 31, 
1995, on Form 10-KSB filed on or about March 30, 1996.

(b)     The Registrant's latest quarterly report for the quarter ended 
March 31, 1996, on Form 10-QSB filed on or about May 15, 1996.

(c)     All other reports filed by the registrant pursuant to Section 13(a) or 
15(d) of the Exchange Act since the end of the fiscal year covered by the Form 
10-KSB referred to in paragraph (a) above.

(d)     The descriptions of the registrant's securities which are contained in 
its registration statements filed under section 12 of the Securities Exchange 
Act of 1934, including any amendment or reports filed for the purpose of 
updating such descriptions.

All reports filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 
15(d) of the Securities Exchange Act of 1934, after the date of this 
Registration Statement and prior to the filing of a post-effective amendment 
indicating that all of the securities offered hereby have been sold, or 
deregistering all such securities then remaining unsold, shall be deemed to be 
incorporated by reference and to be a part hereof from the date of filing of 
such documents.  Any statement contained in a document incorporated or deemed 
to be incorporated by reference herein shall be deemed to be modified or 
superseded for purposes of this Registration Statement to the extent that a 
statement contained herein or in any other subsequently filed document which 
also is incorporated or deemed incorporated by reference herein modifies or 
supersedes such statement.  Any such document so modified or superseded shall 
not be deemed, except as so modified or superseded, to constitute a part of 
this Registration Statement.

Item 4.     Description of Securities.

Not Applicable.

Item 5.     Interests of Named Experts and Counsel.

Not Applicable.

Item 6.     Indemnification of Officers and Directors.

     The By-Laws of the Company, contain a provision under which the officers 
and directors of the Company would be indemnified to the full extent permitted 
by law. Also, Sec. 607.0850, Fla. Stat. (1995), permits indemnification against 
expenses actually and reasonably incurred by a director, officer, employee or 
agent to the extent that such person has been successful in the defense of a 
matter eligible for indemnification under the statute. Under certain 
circumstances, expenses may be paid by a corporation in advance, subject to 
repayment, unless the defendant ultimately is determined to be ineligible for 
indemnification. In addition, the statute permits a corporation to indemnify 
directors and officers against certain liabilities and to purchase and 
maintain director and officer liability and reimbursement insurance against 
liabilities, whether or not the corporation would have the power of 
indemnification against such liabilities.

Item 7.     Exemption from Registration Claimed.

Not Applicable.

Item 8.     Exhibits.
                                                                          Page
     (4)  Instruments defining the rights of security holders,
          including indentures
          (a)  Independent Consulting Services Agreement between
               Cyclodextrin Technologies Development, Inc. 
               and Diversified Corporate Consulting Group, LLC 
               dated May 22, 1996     

     (5)  Opinion re legality     
     (15) Letter re unaudited interim financial information               None
     (24) Consents of experts and counsel
          (a)  Consent of James Moore & Co. , L.P.   
          (b)  Consent of Bruce Brashear, Esq.     

     (28) Additional exhibits                                             None
     (29) Information from reports furnished to state insurance 
          regulatory authorities                                          None



Item 9.     Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which it offers or sells 
securities, a post-effective amendment to this registration statement to 
include any additional or changed material information on the plan of 
distribution.

          (2) That, for the purpose of determining any liability under the 
Securities Act of 1933 treat each post-effective amendment as a new 
registration statement of the securities offered, and the offering of the 
securities at that time to be the initial bona fide offering.

          (3) File a post-effective amendment to remove any of the securities 
that remain unsold at the end of the offering.

     (b) The undersigned registrant hereby undertakes that, for the 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.

     (h) Insofar as indemnification for liabilities arising under the 
Securities Act of 1933, as amended (the "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 Securities and Exchange Commission such indemnification is against 
public policy as expressed in the Act and is, therefore, unenforceable.  In 
the event 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 the successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the registrant 
will, unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as 
expressed in the Act and will be governed by the final adjudication of such 
issue.



                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
the registrant certifies it has reasonable grounds to believe it meets all the 
requirements for filing on Form S-8 and has duly caused same to be signed on 
its behalf by the undersigned, thereunto duly authorized, in the City of 
Gainesville, State of Florida, on the ___ day of ________________, 1996. 


                    Cyclodextrin Technologies Development, Inc.


                    By:  ___________________________________
                           C.E. Rick Strattan,
                           President and Chief Executive Officer, 
                           Chairman of the Board, 


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints C.E. Rick Strattan his true and lawful 
attorney-in-fact and agent with full power of substitution and resubstitution 
for him and in his name, place and stead, in any and all capacities, to sign 
any and all amendments (including post-effective amendments) to this 
Registration Statement, and to file the same, with all exhibits hereto, and 
other documents in connection therewith, with the Securities and Exchange 
Commission, granting unto said attorney-in-fact and agent full power and 
authority to do and perform each and every act and thing requisite and 
necessary to be done on or about the premises, as fully and for all intents 
and purposes as he might or could do in person, hereby ratifying and 
confirming all that said attorney-in-fact and agent, or his substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.

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

     Signature                         Title


________________________________       Chairman of the Board, President, CEO
C. E. RICK STRATTAN

Date: __________________________

EX-4

May 22, 1996

Mr. C.E. Rick Strattan
President
Cyclodextrin Technologies Development, Inc.
3713 Southwest 42nd Avenue, Suite 3
Gainesville, Florida 32608-2531

By Facsimile Transmission to (352) 375-8287 

    Re:      Professional Engagement

Dear Mr. Strattan: 

     This letter confirms the terms pursuant to which we have been engaged by 
Cyclodextrin Technologies Development, Inc., a Florida corporation (the 
"Company"), to provide the following services: 

Diversified Corporate Consulting Group. LLC's Responsibilities

1.     Recruit and retain at least five market makers for the Company's common 
stock. 

2.     Recruit and supervise a financial public relations firm acceptable to 
the Company's Board of Directors, to assist the Company to disseminate 
information required in order to permit its securities to realize their proper 
trading value. 

3.      Use our best efforts to introduce the Company to at least two 
journalistic publications in multiple media, and to encourage such 
publications to feature the Company's progress in communications to 
subscribers. 

4.     (a)  Assist the Company to raise required debt or equity capital 
through introductions to investment banking firms and individual investors, 
when and if necessary; and 

       (b)  Assist the Company to list its securities, if eligible, for 
trading on either one or more national securities exchanges or on the NASDAQ 
inter dealer quotation system.

5.      Use best efforts to induce retail securities brokerage firms to 
consider the Company's securities as appropriate investments for their retail 
clients.

6.     Assist the Company to effect corporate restructuring designed to 
maximize its operational efficiency, initiate an acquisitions program, and 
develop programs to assure compliance with applicable securities laws, with 
initial legal services to be provided through your legal counsel.

7.      If required, train Company personnel and consultants in proper 
procedures for regulatory compliance and to effect its various strategic and 
tactical plans.

8.      Develop programs to assist it to comply with the electronic filing 
requirements of Securities and Exchange Commission Regulation ST.
Terms of Engagement

1.     Except as described below with reference to the services described 
above (which are to be completed within 12 months after the date of this 
engagement letter), we will bill at out standard hourly rates for all work as 
to which a prior written arrangement with different terms has not been entered 
into.  Any documents prepared by us on existing forms will be subject to a $50 
per page initial licensing fee augmented by the time spent in personalizing 
the subject form.

2.      Notwithstanding the foregoing, during the initial 185 days of our 
representation, we will accept and you will pay to us common stock of the 
Company, in a quantity equal to 10% of all outstanding common stock (subject 
to anti-dilutive rights), registered on Securities and Exchange Commission 
Form S-8 in lieu of document licensing fees and of required cash payments for 
up to an aggregate of 130 hours of our hourly and licensing fees. 

3.      Unless requested by you to the contrary, work will be performed by the 
person with the lowest billing rate and the requisite knowledge and 
experience. 

4.      All work requiring legal review will be submitted for approval by you 
to your legal counsel prior to its use, or, in the alternative, we will engage 
legal counsel to conduct such review on your behalf. In the latter case, our 
general counsel will review legal matters pertaining to states in which it is 
licensed to practice law and matters pertaining to other states will be 
referred to attorneys licensed in such other states. Payment of all balances 
due such unrelated attorneys will be your responsibility, notwithstanding our 
collection function.

5.     In addition to our hourly fees, you will be responsible for payment of 
all costs and disbursements associated with our services.  All statements will 
be paid within 10 days after receipt.  In the event additional time is 
required, the Firm will have the option of selling the account receivable and 
you agree to pay interest thereon at the monthly rate of 1%.  In the event 
collection activities are required you agree to pay all of our out of pocket 
costs associated therewith.  There will be no change or waiver of the 
provisions contained herein, unless such change is in writing and signed by 
you and the Firm.

6.     Diversified Corporate Consulting Group, LLC, shall have a right of 
first refusal to arrange all financing for the Company and its affiliates 
(whether debt or equity, foreign or domestic), during the initial 12 months of 
this engagement and shall be kept apprised of all capital raising activities 
by the Company, whether on a debt or equity basis.

7.    (a)     The Company shall supply Diversified Corporate consulting 
Group, LLC, on a regular and timely basis with all approved data and 
information about the Company, its management, its products, and its 
operations and Company shall be responsible for advising Diversified Corporate 
Consulting Group, LLC of any fact which would affect the accuracy of any prior 
data and information supplied to Diversified Corporate Consulting Group, LLC. 

      (b)     The Company shall use its best efforts to promptly supply 
Diversified Corporate Consulting Group, LLC with full and complete copies of 
all filings with all federal and state securities agencies; with full and 
complete copies of all shareholder reports and communications whether or not 
prepared with Diversified Corporate Consulting Group, LLC's assistance, with 
all data and information supplied to any analyst, broker-dealer, market maker, 
or other member of the financial community; and with all product/services 
brochures, sales materials, etc.

      (c)      The Company shall promptly notify Diversified Corporate 
Consulting Group, LLC of the filing of any registration statement for the sale 
of securities and/or of any other event which triggers any restrictions on 
publicity.

      (d)     The Company shall notify Diversified Corporate Consulting Group, 
LLC if any information or data supplied by the Company to Diversified 
Corporate Consulting Group, LLC has not been released or promulgated to the 
public.

      (e)     The Company shall be deemed to make a continuing representation 
of the accuracy of any and all materials facts, material, information, and 
data which it supplies to Diversified Corporate Consulting Group, LLC and the 
Company acknowledges it awareness that Diversified Corporate Consulting Group, 
LLC will rely on such continuing representation in disseminating such 
information and otherwise performing its functions under this engagement 
letter.

      (f)      Diversified Corporate Consulting Group, LLC, in the absence of 
notice in writing from the Company, may rely on the continuing accuracy of 
material, information and data supplied by the Company.

8.     Final drafts of any matters prepared by us will be reviewed by you and, 
if legally required, by legal your counsel, to assure that:

      (a)     All required information has been provided;

      (b)     All materials are presented accurately; and,

      (c)     That no materials required to render information provided "not 
misleading" are omitted.

     Only after such review and approval by you and, if required, your legal 
counsel, will any documents be filed with regulatory agencies or provided to 
third parties.  Financial data will be reviewed by competent, independent, 
certified public accountants to be separately retained by you.  If required by 
you, we will assist in selection and supervision of such attorneys and 
accountants.  Such accountants will be required to review and approve all 
financially related filings, prior to submission to the appropriate regulatory 
authorities.

9.     In the event our services are provided for the benefit of juridical 
entities other than the company, no materials for which we are responsible 
will be submitted to third parties until they have been reviewed and approved 
as to form and content by all executive officers, directors, partners, joint 
venturers or persons performing similar roles for the subject juridical 
entity.  The filing of materials prepared by us with any governmental agency 
or provision of copies thereof to other persons shall be deemed presumptive 
evidence that our materials have been reviewed and approved as heretofore 
described.


Due Diligence Materials

     We will upon receipt of a signed copy of this engagement letter, provide 
you with the following materials:

      1.     Officers & Directors Questionnaires to be completed by all 
officers, directors and principal consultants to entities for which we perform 
services at your request, and then returned to us:

      2.     A Company Questionnaire to be completed by a knowledgeable person 
or persons designated by entities for which we perform services at your 
request and then returned to us;

      3.     A memorandum prepared by us acquainting you with the requirements 
of Securities and Exchange Commission Regulation S-B, which governs the bulk 
of required Securities and Exchange Commission disclosure, both in conjunction 
with Fund raising activities and with periodic reporting obligations.

     In the event that you desire different arrangements, either in general or 
for specific projects, we will be glad to consider your proposals; however, 
all contrary arrangements must be memorialized in a written instrument signed 
by this firm.  Please sign a copy of this transmission and return it to us by 
facsimile transmission to (352) 245-5913.

     We look forward to a pleasant and mutually profitable relationship.

Very truly yours,

Diversified Corporate Consulting Group, LLC


William A. Calvo, III
Managing Member


The foregoing is hereby accepted as of the date first above written


Mr. C.E. Rick Strattan
President
Cyclodextrin Technologies Development, Inc.

EX-5

July 19, 1996





Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549


	RE:	Registration Statement on Form S-8
		Cyclodextrin Technologies Development, Inc.
		

Gentlemen:

	I have acted as counsel for Cyclodextrin Technologies Development, Inc. 
(the "Company") in connection with its proposed offering 
to certain consultants of Company of 110,010 common shares
(par value $.0001).  In connection with the proposed public 
offering and above-described registration statement, I have reviewed the 
following:

	1. The Certificate of Incorporation and amendments thereto of the Company;

	2. The By-Laws and amendments thereto of the Company;

	3. The minute books of the Company; and

	On the basis of such investigation and the examination of such other 
records as I deemed necessary, I am of the opinion that:

	a) the Company has been duly incorporated and is validly existing under 
the laws of the State of Florida; and

	b) The 110,010 shares have been duly authorized and when issued, will be 
legally issued by the Company and will be fully paid and nonassessable.


	I consent to the filing of this opinion as an Exhibit for the purpose of 
registering all or a portion of the Common Shares described in 
Form S-8 under the relevant state and federal 
securities laws.



						Sincerely,


						/s/ Bruce Brashear
						Bruce Brashear, Esq.

EX-23

CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS

Cyclodextrin Technologies Development, Inc.


We  hereby consent to the incorporation by reference on the Registration 
Statement on Form S-8 of our report dated  February 5, 1996, included in 
the Form 10KSB of Cyclodextrin Technologies Development, Inc. for the 
year ended December 31, 1995.


							/s/ James Moore & Co., L.P.
							James Moore & Co., L.P.

Gainesville, Florida
July 22, 1996