EXHIBIT 3.11

               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                         CRYO-CELL INTERNATIONAL, INC.


It is hereby certified that:

          1.     The name of the corporation (the "Corporation") is CRYO-CELL
INTERNATIONAL, INC., which is the name under which the Corporation was
originally incorporated; the date of filing of the original Certificate of
Incorporation of the Corporation with the Secretary of State of the State of
Delaware is September 11, 1989; and the Certificate of Incorporation was amended
by the filing of a Certificate of Amendment on October 24, 1994.

          2.     The Certificate of Incorporation of the Corporation is hereby
amended by (i) in Paragraph Fourth, increasing the number of shares of Common
Stock which the Corporation shall have authority to issue from 15,000,000 shares
to 20,000,000 shares, (ii) in Paragraph Fifth, providing for the classification
of the Board of Directors into three classes, with one class being elected each
year to serve a staggered three-year term.

          3.     The provisions of the Certificate of Incorporation of the
Corporation as herein amended are hereby restated and integrated into the single
instrument which is hereinafter set forth, and which is entitled Amended and
Restated Certificate of Incorporation of Cryo-Cell International, Inc.

          4.     The amendments and the amended restatement of the Certificate
of Incorporation hereinafter certified have been duly adopted by the Board of
Directors and the stockholders of the Corporation in accordance with the
provisions of Sections 228, 242 and 245 of the General Corporation Law of the
State of Delaware.

          5.     The Amended and Restated Certificate of Incorporation of the
Corporation, as amended and restated herein, reads as follows: