Form 8-K

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 (Date of earliest event reported): October 5, 2004

CRYO-CELL International, Inc.

(Exact name of registrant as specified in its charter)

Delaware

0-23386

22-3023093

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


3165 McMullen Booth Road, Bldg. B, Clearwater, FL		33761
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (727) 450-8000

Not applicable

(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 (see General Instruction A.2. below):

¨	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 (17 CFR 240.14d-2(b))

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

Item 2.02. Results of Operations and Financial Condition.

The information in this Item is furnished to, but not filed with, the Securities and Exchange Commission (the “Commission”) solely under Item 12 of Form 8-K, “Results of Operations and Financial Condition.”

On October 4, 2004, CRYO-CELL International, Inc. issued a press release that included financial information for the nine months ended August 31, 2004. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c)

Exhibits

99.1

Press Release dated October 4, 2004

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SIGNATURE

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.


	CRYO-CELL INTERNATIONAL, INC.
	(Registrant)

Date: October 5, 2004	By:	/s/ Jill M. Taymans
	Title:	Vice President, Finance

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EXHIBIT INDEX


EXHIBIT NUMBER		EXHIBIT

99.1		Press Release dated October 4, 2004.

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