SECURITIES AND EXCHANGE COMMISSION

                          Washington, D. C.   20549
                                   FORM 10-QSB/A

__X__ Quarterly Report Under Section 13 or 15(d) of The Securities  Exchange Act
of 1934 for the Quarterly Period Ended: March 31, 2004.

____ Transition Report Under Section 13 or 15(d) of the Securities  Exchange Act
of 1934 for the Transition Period From ____ to ____

                         Commission file number: 0-24930

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

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

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

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

   Former name, former address and former fiscal year, if changed since last
   report: N/A.

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days. Yes

                      APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                      PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the  distribution of
securities under a plan confirmed by a court.

                          APPLICABLE ONLY TO CORPORATE ISSUERS

As of April 30, 2004, the Company had outstanding 7,384,207 shares of its common
stock.

Transitional Small Business Disclosure Format: No.


<PAGE>

PART I:  FINANCIAL INFORMATION

Item 1 Financial Statements

                               CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET
                                  (as restated)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                     ASSETS

                                                                March 31, 2004
                                                                --------------
                                                                (as  restated)
<S>                                                               <C>
CURRENT ASSETS
 Cash and cash equivalents                                        $  106,354
 Accounts receivable                                                  47,327
 Inventory                                                            77,613
 Deferred tax asset                                                   25,000
 Loan to shareholder                                                   3,361
 Prepaid Expenses                                                      1,530
                                                                     --------
     Total current assets                                            261,185
                                                                     --------

PROPERTY AND EQUIPMENT, NET                                          398,649
                                                                     --------
OTHER

 Intangibles, net                                                     14,327
 Deferred tax asset                                                  200,000
                                                                     --------
     Total other assets                                              214,327
                                                                     --------
  TOTAL ASSETS                                                    $  874,161
                                                                    =========
</TABLE>
<PAGE>

                                   (Continued)

                                       F-2


<PAGE>



                                CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

<TABLE>
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                 March 31, 2004
                                                                 --------------
                                                                 (as restated)
<S>                                                               <C>
CURRENT LIABILITIES
 Accounts payable and accrued expenses                            $   62,111
 Current portion of long-term debt                                    10,297
 Current portion of stockholder loan                                  20,000
                                                                    ---------
         Total current liabilities                                $   92,408
                                                                    ---------

LONG-TERM LIABILITIES
 Long-term debt, less current portion                                158,154
 Due to stockholder, less current portion                             49,925
                                                                   ----------
         Total long-term liabilities                              $  208,079
                                                                   ----------

Common stock payable                                               $  18,000
                                                                   ----------

STOCKHOLDERS' EQUITY
 Class A  common  stock,  par  value
  $ .0001  per  share,  100,000,000  shares
   authorized, 5,891,220 shares

  issued and outstanding                                                 590
 Class B non-voting common stock, par value $.0001
  per share, 10,000,000 shares authorized, 0 shares
  issued and outstanding                                                   -
 Additional paid-in capital                                        2,069,388
 Accumulated deficit                                              (1,514,304)
                                                                  -----------
      Total stockholders' equity                                     555,674
                                                                  -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $  874,161
                                                                  ===========
</TABLE>
<PAGE>

                See Accompanying Notes to Financial Statements.

                                       F-3


<PAGE>



                               CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                        Three Months Ended
                                                             March 31,
                                                   -----------------------------
                                                       2004              2003
                                                   --------------   ------------
                                                  (as restated)
<S>                                              <C>              <C>
PRODUCT SALES                                     $   133,179      $     50,547

COST OF PRODUCTS SOLD                                  23,365             7,923
                                                  -----------          ---------
GROSS PROFIT                                          109,814            42,624

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES          135,702            49,226
                                                  -----------          ---------
INCOME (LOSS) FROM OPERATIONS                         (25,888)           (6,602)
                                                  -----------          ---------
OTHER INCOME (EXPENSE)
 Investment and other income                            1,719             2,101
 Interest expense                                      (3,193)           (6,913)
                                                  -----------          ---------
     Total other (expense)                             (1,474)           (4,812)
                                                   -----------         ---------
NET INCOME (LOSS) BEFORE INCOME TAXES                 (27,362)          (11,414)

INCOME TAXES                                              -                  -
                                                   -----------         ---------
NET INCOME (LOSS)                                     (27,362)          (11,414)
                                                  ===========          =========
NET INCOME (LOSS) PER COMMON SHARE                       (.00)             (.00)
                                                   ===========        ==========

WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING                                 5,798,912         4,791,220
                                                   ===========        ==========
</TABLE>
<PAGE>

                See Accompanying Notes to Financial Statements.

                                       F-4


<PAGE>



                                CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               Increase (Decrease) in Cash and Cash Equivalents

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                         Three Months Ended
                                                              March 31,
                                                      --------------------------
                                                          2004            2003
                                                      ------------  ------------
                                                     (as restated)
<S>                                                  <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income (loss)                                     $ (27,362)      $(11,414)
                                                      ------------  ------------
 Adjustments  to reconcile  net income  (loss) to net cash provided by operating
activities:

   Depreciation and amortization                           6,983         5,911
   Stock issued for services                              40,000             -
   Decrease in accounts receivable                        86,695        11,241
   Decrease (Increase) in inventory                        1,570        (5,118)
   Increase in prepaid expenses                           (1,530)            -
   Increase in accounts payable and
    accrued expenses                                      17,278        10,527
   Increase in common stock payable                       15,030             -
                                                      -----------    -----------
        Total adjustments (decrease)                     166,026        22,561
                                                      -----------    -----------
    NET CASH PROVIDED BY OPERATING
     ACTIVITIES                                          138,664        11,147
                                                       ----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of equipment and building improvements         (23,213)       (8,250)
                                                       ----------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES
 Payment on notes payable                                 (2,493)       (2,881)
 Payment on stockholder loan                             (11,000)      (10,000)
 Loan to shareholder                                      (3,500)            -
 Received from shareholder                                   139             -
                                                     ------------  ------------
    NET CASH PROVIDED BY (USED FOR)
     FINANCING ACTIVITIES                                (16,854)      (12,881)
                                                     ------------  ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      98,597        (9,984)

CASH AND CASH EQUIVALENTS, beginning of period             7,757        46,244
                                                     ------------  ------------
CASH AND CASH EQUIVALENTS, end of period             $   106,354    $   36,260
                                                     ============  ============
</TABLE>

<PAGE>                             (Continued)

                                       F-5

                                CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               Increase (Decrease) in Cash and Cash Equivalents

                                   (Unaudited)

                                   (Concluded)

<TABLE>
<CAPTION>

                                                         Three Months Ended
                                                              March 31,
                                                     --------------------------
                                                         2004           2003
                                                     ------------  ------------
<S>                                                  <C>          <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest             $     2,235   $     4,248
                                                     ============  ============

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
 FINANCING ACTIVITY
  Common stock issued under one year consulting
   Contract                                          $    40,000   $       -0-
                                                     ============  ============

</TABLE>
<PAGE>

                 See Accompanying Notes to Financial Statements.

                                       F-6


<PAGE>



                                CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2004
                                   (Unaudited)


The information  presented herein as of March 31, 2004, and for the three months
ended March 31, 2004 and 2003, is unaudited.

(1) BASIS OF PRESENTATION:

The  accompanying  financial  statements  include  CTD  Holdings,  Inc.  and its
subsidiaries.

The  accompanying  financial  statements  have been prepared in accordance  with
generally accepted accounting  principles for interim financial  information and
with the  instructions  to Form  10-QSB  and  Rule  10-01  of  Regulations  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all  adjustments  (consisting of normal  required
adjustments) considered necessary for a fair presentation have been included.

The  Company  restated  its March 31,  2004  financial  statements  to write off
previously  deferred consulting fees in the amount of $48,854 and to reflect the
restatement  of its Form  10-KSB  for the year ended  December  31,  2003.  As a
result,  the reported  net loss  increased by $20,156 and there was no effect on
net loss per share for the three months ended March 31, 2004.

Operating results for the three month period ended March 31, 2004, are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2004. For further  information,  refer to the financial  statements
and footnotes thereto included in the Company's annual report of Form 10-KSB for
the year ended December 31, 2003.

(2) NET INCOME (LOSS) PER COMMON SHARE:

Net  income  (loss)  per  common  share  is  computed  in  accordance  with  the
requirements of Statement of Financial  Accounting Standards No. 128 (SFAS 128).
SFAS 128 requires net income (loss) per share information to be computed using a
simple  weighted  average  of  common  shares  outstanding  during  the  periods
presented.  SFAS 128 eliminated the previous requirement that earnings per share
include the effect of any dilutive common stock equivalents in the calculation.

(3) INCOME TAXES

The Company  recorded no income tax expense for the three months ended March 31,
2004 due to its net loss for the period.

4) CONCENTRATIONS

Sales to three  major  customers  were 70% of total  sales for the three  months
ended March 31, 2004.  Sales to two major  customers were 58% of total sales for
the three months ended March 31, 2003.

Substantially all 2004 inventory  purchases were from one vendor.  Substantially
all 2003 inventory purchases were from three vendors.

The Company has only one source for certain manufactured inventory. However, the
Company has  manufactured  these products in the past and could do so again,  if
necessary. There are multiple sources for its other inventory products.

                                       F-7

(5) EMPLOYMENT AGREEMENTS

The Company has  employment  agreements  with two  employees  for total  monthly
salaries of $4,900.  In addition,  the employees are issued the stock equivalent
of $6,000 each month computed based on eighty percent of the average bid and ask
price on the last day of the month  for the  Company's  stock for the  preceding
month.   The  stock  is  subject  to  trading   restrictions   under  Rule  144.
Approximately  60,000 shares of common stock were due under these  agreements at
March 31, 2004.

(6) CONSULTING AGREEMENT

In March 2004, the Company  entered into a one-year  agreement with a consultant
regarding  construction and specialized concrete formulations and issued 100,000
shares of stock  valued at $40,000 at the date of  issuance,  which the  Company
expensed.  The stock was registered using Form S-8. The consultant is related to
the president and majority shareholder of the Company.

(7)  SUBSEQUENT EVENTS

In  April,   2004,   the  Company   finalized  the   acquisition   of  a  sports
card/memorabilia   collection   (Collection),   from  its  President  and  major
shareholder,  appraised at $400,000 by an independent  authority  engaged by the
consultant   described  below.  The  President  agreed  to  accept  $280,000  in
unregistered common stock of the Company valued at 80% of the average of the bid
and ask price at the end of the next full trading day; which is 1,029,412 shares
of common stock. The Company is currently evaluating the appropriate  accounting
and financial reporting treatment of this transaction.

The Company also engaged a consultant  to liquidate  the  Collection  on a "best
efforts" basis.

The Company agreed to compensate the consultant,  solely at its  discretion,  in
cash or common  stock.  The common  stock would be  registered  on Form S-8. The
consultant  would earn a minimum of $100,000  and could earn as much as $200,000
if  sales  quotas  were met  during  the  one-year  term of the  agreement.  The
consultant has the option to purchase the Collection at any time during the term
of the agreement for $200,000.  The consultant  agreed to pay for the appraisal,
insurance  required,  and transportation  costs; to liquidate at prices not less
than 75% of the values  published in auction-house  guidebooks  and/or reputable
trade  publications  and price guides.  The  agreement  also requires a detailed
itemization of transactions presented to the Company on a monthly basis.

The Company issued  250,627  shares of common stock to the consultant  valued at
$100,000,  based on the  trading  value of the stock.  The stock was  registered
using Form S-8 and the  transaction  recorded as a prepaid asset  amortized over
the term of the agreement.

The  consultant  also  obtained  an option  to  acquire  during  the term of the
agreement 100,000 shares of the Company's stock at $.50/share.  The option price
was more than the trading value of the underlying  stock at issuance,  therefore
no compensation expense will be recorded.

The  Company  also  entered  into a  three-month  agreement  with  a  consultant
regarding  capital raising and strategic  options.  The agreement  automatically
renews for three-month  successive terms unless canceled by either party with 30
days notice.  The Company paid $15,000 upon  entering the agreement and will pay
$3,500  per month,  for each  month the  contract  is in force.  The  Company is
required  to pay 7.5% of any  capital  raised and 5% of any other  non-financing
capital  transaction  to  the  consultant  resulting  within  two  years  of the
introduction by the consultant.

                                       F-8

Item 2.  Management's  Discussion  and  Analysis or Plan of  OperationManagement
Discussion and Analysis Liquidity and Capital Resources

Our cash and cash equivalents  increased to  approximately  $106,000 as of March
31, 2004 compared to approximately $8,000 as of December 31, 2003. This increase
was primarily due to the  collection of a large sale from the fourth  quarter of
2003.

As of March 31, 2004, our working capital was approximately $169,000 compared to
approximately  $170,000 at year-end 2003 and only  approximately  $90,000 a year
ago.  Working capital  includes a $25,000  deferred tax asset.

Our cash flow from operations was  approximately  $139,000 compared to ($20,000)
for the  previous  quarter  and  $23,000 a year ago.  This  increase  was due to
collections on previous quarter sales and noncash expenses in excess of the loss
reported for the period.

Controlling  expenses is and will always be  management's  primary  fiscal tool.
Since control also includes the application of expenditures,  we feel that it is
appropriate  during the current growth stage to engage consultants that can help
the Company in areas  outside its  expertise,  knowing full well that these fees
will significantly  impact our operating  statement.  We anticipate increases in
revenues to balance these new expenses, but cannot be sure that revenues will be
sufficient in the short term to sustain  financial  performance like that of the
past nine quarters.

During 2003, we began  improvements  and renovations of our corporate office and
have invested  $66,000 through March 31, 2004.  Another $25,000 will be incurred
during the remainder of 2004.

Three consulting agreements have been entered into since the beginning of 2004 -
one in March and two in April.  Two of the  consultancies  will  produce  future
revenues should they result in acquisitions for the Company.

The third  consultancy  was  entered  into by the  Company  as part of a package
designed to create additional revenue for the Company.  The package presented by
the President included a collection of sports cards and memorabilia appraised at
$400,000 and the consultant  that would  liquidate that  collection for not less
than 75% of its book value or would  purchase  it for  $200,000.  The  President
agreed to sell the  collection to the Company at 70% of the appraised  value and
negotiated a contract with the consultant.  The President accepted  unregistered
stock of the Company  valued at $280,000  using a 20% discount from market value
(approximately 1,000,000 shares) and the consultant was paid $100,000 with stock
at market value  (approximately  250,000 shares) registered using Form S-8. This
transaction is expected to start producing monthly revenue immediately.

It is unlikely that the revenue  produced from the sales of the sports cards and
memorabilia  will be  sufficient to offset the the initial  consulting  expenses
incurred.

Results of Operations

Sales of  Cyclodextrins  and related  manufactured  complexes  are  historically
highly volatile. In efforts to offset this volatility, we continue to expand our
revenue  producing  activities in Cyclodextrin  related research and development
services  for  unrelated  companies  while  expanding  our  line of  distributed
products.  Management  will also  look for  opportunities  to create  additional
revenue from  underutilized  assets.  Our product  sales are  primarily to large
pharmaceutical  and chemical  supply  companies  for  research  and  development
purposes.  To manage  this  unpredictability,  we  maintain a  constant  line of
communication with our major customers and their related  Cyclodextrin  research
and development, while monitoring closely our expenses.

Total  product  sales for the first  quarter  2004 were  approximately  $133,000
compared  to  approximately  $169,000  in the prior  quarter  and  approximately
$51,000 in the first quarter of 2003. While our sales were significantly greater
compared to the same quarter last year, they benefited greatly from the momentum
created by the record sales of the previous quarter.

Our gross profit margin of 82% remains consistently strong for the first quarter
2004 compared to 88% for all of 2003 and 84% for the same period a year ago. Our
SG&A expenses increased to approximately $134,000 from approximately $122,000 in
the prior quarter,  but increased greatly compared to the approximately  $49,000
for the same period a year ago. The  substantial  increase  from the year before
can be accounted for in large part by the  increased  expenses  associated  with
greater  attention to the  Company's  PR/IR  requirements  ($40,000),  increased
professional    fees   and   travel    expenses    ($9,000)    associated   with
merger/acquisition  activities,  and non-cash  increases  in Officers'  salaries
($18,000).  As we become better able to predict our sales due to diversification
of revenue sources,  we will be better able to predict and control our operating
expenses.  The decrease in our SG&A  expenses  from the prior  quarter  resulted
primarily from a slight reduction of overhead costs.

As a result of the explained increase in our SG&A expenses,  we recognized a net
loss of approximately  $27,000,  compared to an $11,000 net loss during the same
period in 2003.

In 2004 we will  continue to utilize the CTD Website to emphasize  the company's
unmatched  knowledge of the emerging CD  industry;  in it we will be  explaining
more about how CTD's  customers  are using CD's and what  evidence  we have that
major  industries  have  focused  on CD's  because  of  their  great  commercial
diversity.  We will  continue to identify new products and new uses for CD's. We
intend to explore even closer ties with our European partner,  Cyclolab; in 2004
management intends to aggressively  pursue an even more formal relationship that
may include ownership.  In 2004 we intend to focus on asset enhancement  through
merger and acquisition strategies.

Forward-looking Statements

All  statements  other than  statements  of  historical  fact in this report are
"forward-looking  statements"  as defined in the Private  Securities  Litigation
Reform Act of 1995, and are based on  management's  current  expectations of the
Company's  near  term  results,  based  on  current  information  available  and
pertaining to the Company.  The Company assumes no obligation to update publicly
any forward-looking statements.  Actual results may differ materially from those
projected in the forward-looking  statements.  These forward-looking  statements
involve risks and uncertainties,  including,  but not limited to, the following:
demand  for   Cyclodextrin;   changes  in  governmental   laws  and  regulations
surrounding  various  matters,  such  as  labeling  disclosures;  delays  in the
development,  production, testing and marketing of products; product margins and
customer product acceptance.

Item 3.  Controls And Procedures

     (a) Evaluation of disclosure controls and procedures.

The Company's principal executive officer and principal financial officer, after
evaluating the effectiveness of the Company's disclosure controls and procedures
(as defined in Exchange Act Rule  13a-14(c))  within 90 days prior to the filing
of this report,  has concluded  that,  based on such  evaluation,  the Company's
disclosure  controls and  procedures  were adequate and effective to ensure that
material  information  relating  to  the  Company,  including  its  consolidated
subsidiaries,   was  made  known  to  them  by  others  within  those  entities,
particularly during the period in which this Quarterly Report on Form 10-QSB was
being prepared.  Changes in Internal Controls. There were no significant changes
in the Company's internal controls or in other factors that could  significantly
affect these controls subsequent to the date of their evaluation, nor were there
any significant  deficiencies or material  weaknesses in the Company's  internal
controls. Accordingly, no corrective actions were required or undertaken.

     (b) Changes in internal controls.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their  evaluation,  nor were  there any  significant  deficiencies  or  material
weaknesses  in the  Company's  internal  controls.  Accordingly,  no  corrective
actions were required or undertaken.


Item 6.   Exhibits and Reports on Form 8-K

(a) Exhibits
            Exhibit
            Description                                                Page
            -----------                                                ----

   (2)      Plan of Acquisition, Reorganization, Arrangement,
            Liquidation or Succession                                   None

   (4)      Instruments defining the Rights of Security Holders         None

  (10)      Material Contracts                                          None

  (11)      Statement re: Computation of Per Share Earnings            Note 2,
                                                                       Financial
                                                                      Statements

  (15)      Letter re: Unaudited Interim Financial Information          None

  (18)      Letter re: Change in Accounting Principles                  None

  (19)      Report Furnished to Security Holders                        None

  (22)      Published Report re: Matters Submitted to Vote of
            Security Holders                                            None

  (23)      Consents of Experts and Counsel                             None

  (24)      Power of Attorney                                           None

  (27)      Financial Data Schedule

  (99)      Additional Exhibits                                         None
   99.1     Certification of CFO and CEO                                  *
   99.2     Section 1350 certification                                    *

* Filed Herewith

(b) Reports on Form 8-K:
         None



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused  this  Amendment  No. 1 of the  Quarterly  Report on Form  10-QSB for the
period  ending  March 31, 2004,  to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                              CTD HOLDINGS, INC.

Date:   August 19, 2004                  By:  /s/   C. E. RICK STRATTAN
                                              -------------------------------
                                              C. E. RICK STRATTAN
                                              President, Chief Executive Officer
                                              Chief Financial Officer