Mail Stop 0407

      							March 17, 2005

Via U.S. Mail and Fax (813-855-4745)
Mrs. Jill M. Taymans
Vice President, Finance
Cryo-Cell International Inc.
700 Brooker Creek Blvd
Suite 1800
Oldsmar, FL 34677

	RE:	Cryo-Cell International, Inc.
      Form 10-KSB for the fiscal year ended November 30, 2004
		Filed February 25, 2005

Dear Mrs. Taymans:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Please address the following
comments in future filings.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB For the Fiscal Year Ended November 30, 2004

Item 7. Financial Statements

Note 4 - Investment in Affiliates, page 44

1. Addressing the relevant accounting literature, tell us why you
accounted for the $839,000 of common stock held by Saneron, a 42%
owned affiliate as treasury stock.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information.  Please file your response
letter
on EDGAR.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.


      You may contact Mike Henderson, Staff Accountant, at (202)
824-
5551 or Carlos Pacho, Senior Assistant Chief Accountant, at (202)
942-1876 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 942-
1990
with any other questions.

							Sincerely,


							Larry Spirgel
							Assistant Director




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Mrs. Jill M. Taymans
Cryo-Cell International Inc.
March 17, 2005
Page 3



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE