As filed with the Securities and Exchange Commission on May __, 2001
                                                   Registration No. 333-________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           -------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                           -------------------------


                          CRYO-CELL INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


                   Delaware                                      22-3023093
        (State or other jurisdiction of                       (I.R.S. Employer
          incorporation or organization)                     Identification No.)

        3165 McMullen Booth Road, Building #5
                 Clearwater, Florida                                33761
      (Address of principal executive offices)                   (Zip code)


                            ADVISOR COMPENSATION PLAN
                            (Full title of the plan)


            Daniel D. Richard                                727-723-0333
  3165 McMullen Booth Road, Building #5                  (Telephone number,
        Clearwater, Florida 33761                       including area code,
 (Name and address of agent for service)                of agent for service)


<TABLE>

---------------------------------------------------------------------------------------------------------------------------
                                             CALCULATION OF REGISTRATION FEE
<CAPTION>
===========================================================================================================================
                                                       Proposed maximum          Proposed maximum
Title of securities to be        Amount to be         offering price per        aggregate offering          Amount of
        registered                Registered               share(2)                  price(2)           registration fee
--------------------------- ---------------------- ------------------------- ------------------------- --------------------
<S>                           <C>                           <C>                      <C>                     <C>
Common Stock (par value       15,000 additional             $4.88                    $73,200                 $22.18
$0.01)                           shares (1)
--------------------------- ---------------------- ------------------------- ------------------------- --------------------

(1)Includes 15,000 shares of common stock, issuable for counseling and advisory
   services to McDermott, Will & Emery.

(2)Estimated solely for purposes of calculating the amount of the registration
   fee pursuant to Rule 457(c) of the Securities Act of 1933, based on the
   average of the high and low sales prices of a share of Common Stock of the
   Company on the Nasdaq National Market System on May 29, 2001.

</TABLE>


--------------------------------------------------------------------------------



<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

                  Pursuant to General Instruction E of Form S-8, the
Registration Statement on Form S-8 filed by Cryo Cell International, Inc. (the
"Company") (File No. 333-75917) with the Securities and Exchange Commission (the
"Commission") is incorporated by reference.

                  The following documents are also incorporated by reference
into this registration statement:

                  The Annual Report of the Company on Form 10-KSB for the year
         ended November 30, 2000, and the Company's Quarterly Report on Form
         10-QSB for the period ended February 28, 2001 which have heretofore
         been filed by the Company with the Commission pursuant to the
         Securities Exchange Act of 1934, as amended (the "1934 Act").

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated above or
subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 in each year during which the
offering made by this registration statement is in effect prior to the filing
with the Commission of the registrant's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
registration statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.

         Any statement contained in an Incorporated Document 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
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

Item 8.  Exhibits.
         ---------

         The exhibits required by Item 601 of Regulation S-K are listed in the
Exhibit Index hereto.

Item 9.  Undertakings.
         -------------

(a) The undersigned Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933 (the "Securities Act");

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of this registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this registration statement. Notwithstanding the foregoing, any
         increase or decrease in the volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than 20 percent change in
         the maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement; and

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed

<PAGE>

         in this registration statement or any material change to such
         information in this registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in 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 Company 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 Securities
Act and will be governed by the final adjudication of such issue.


                                      II-2

<PAGE>




                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Clearwater, State of Florida on May 14, 2001.

                                             CRYO-CELL INTERNATIONAL, INC.


                                             By:     /s/ Daniel D. Richard
                                                --------------------------------
                                                      Daniel D. Richard
                                                     Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Daniel D. Richard and
Jill M. Taymans, and each of them, his true and lawful attorney-in-fact and
agent, each with full power of substitution and revocation, 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 thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each such
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, as fully to all intents
and purposes as such person 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,
this registration statement and the foregoing power of attorney have been signed
by the following persons in the capacities and on the dates indicated:

          Signature                      Title                         Date
          ---------                      -----                         ----
/s/ Daniel D. Richards           Chief Executive Officer and
-------------------------------- Chairman of the Board              May 14, 2001
    Daniel D. Richard            (Principal Executive Officer)

/s/ Wanda D. Dearth              President and Chief Operating
-------------------------------- Officer,  Director                 May 14, 2001
    Wanda D. Dearth


/s/ Gerald F.  Maass             Executive Vice President,          May 14, 2001
-------------------------------- Director
    Gerald F. Maass

/s/ Jill M. Taymans              Chief Financial Officer
--------------------------------                                    May 14, 2001
    Jill M. Taymans

/s/ Ed Modzelewski               Director
--------------------------------                                    May 14, 2001
    Ed Modzelewski

/s/ Frederick C.S. Wilhelm
--------------------------------                                    May 14, 2001
    Frederick C.S. Wilhelm       Director

/s/ Junior Winokur
--------------------------------                                    May 14, 2001
    Junior Winokur               Director

/s/ Mercedes Walton
--------------------------------                                    May 14, 2001
    Mercedes Walton              Director

/s/ Ronald Richard
--------------------------------                                    May 14, 2001
    Ronald Richard               Director



<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number                         Description of Exhibit
------                         ----------------------


 5.1            Opinion of McDermott, Will & Emery as to the legality of the
                securities being registered.

 23.1           Consent of McDermott, Will & Emery (included in its opinion
                filed as Exhibit 5).

 23.2           Consent of Weinick Sanders Leventhal & Co.

 24             Power of Attorney (included with the signature page to this
                registration statement).
[{"type": "S-8", "sequence": "1", "filename": "c37161s8.txt", "secsgml_size_bytes": 14568}]
{"company-data": {"conformed-name": "CRYO CELL INTERNATIONAL INC", "cik": "0000862692", "assigned-sic": "8900", "irs-number": "223023093", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61932", "film-number": "1651084"}, "business-address": {"street1": "3165 MCMULLEN BOOTH RD", "street2": "BLDG B", "city": "CLEARWATER", "state": "FL", "zip": "33761", "phone": "7277230333"}, "mail-address": {"street1": "3165 MCMULLEN BOOTH RD", "street2": "BLDG. B", "city": "CLEARWATER", "state": "FL", "zip": "33761"}}
As filed with the Securities and Exchange Commission on May __, 2001
                                                   Registration No. 333-________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           -------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                           -------------------------

                          CRYO-CELL INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                   Delaware                                      22-3023093
        (State or other jurisdiction of                       (I.R.S. Employer
          incorporation or organization)                     Identification No.)

        3165 McMullen Booth Road, Building #5
                 Clearwater, Florida                                33761
      (Address of principal executive offices)                   (Zip code)

                            ADVISOR COMPENSATION PLAN
                            (Full title of the plan)

            Daniel D. Richard                                727-723-0333
  3165 McMullen Booth Road, Building #5                  (Telephone number,
        Clearwater, Florida 33761                       including area code,
 (Name and address of agent for service)                of agent for service)

---------------------------------------------------------------------------------------------------------------------------
                                             CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                       Proposed maximum          Proposed maximum
Title of securities to be        Amount to be         offering price per        aggregate offering          Amount of
        registered                Registered               share(2)                  price(2)           registration fee
--------------------------- ---------------------- ------------------------- ------------------------- --------------------
Common Stock (par value       15,000 additional             $4.88                    $73,200                 $22.18
$0.01)                           shares (1)
--------------------------- ---------------------- ------------------------- ------------------------- --------------------

(1)Includes 15,000 shares of common stock, issuable for counseling and advisory
   services to McDermott, Will & Emery.

(2)Estimated solely for purposes of calculating the amount of the registration
   fee pursuant to Rule 457(c) of the Securities Act of 1933, based on the
   average of the high and low sales prices of a share of Common Stock of the
   Company on the Nasdaq National Market System on May 29, 2001.
--------------------------------------------------------------------------------
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

                  Pursuant to General Instruction E of Form S-8, the
Registration Statement on Form S-8 filed by Cryo Cell International, Inc. (the
"Company") (File No. 333-75917) with the Securities and Exchange Commission (the
"Commission") is incorporated by reference.

                  The following documents are also incorporated by reference
into this registration statement:

                  The Annual Report of the Company on Form 10-KSB for the year
         ended November 30, 2000, and the Company's Quarterly Report on Form
         10-QSB for the period ended February 28, 2001 which have heretofore
         been filed by the Company with the Commission pursuant to the
         Securities Exchange Act of 1934, as amended (the "1934 Act").

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated above or
subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 in each year during which the
offering made by this registration statement is in effect prior to the filing
with the Commission of the registrant's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
registration statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.

         Any statement contained in an Incorporated Document 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
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

Item 8.  Exhibits.
         ---------

         The exhibits required by Item 601 of Regulation S-K are listed in the
Exhibit Index hereto.

Item 9.  Undertakings.
         -------------

(a) The undersigned Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933 (the "Securities Act");

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of this registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this registration statement. Notwithstanding the foregoing, any
         increase or decrease in the volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than 20 percent change in
         the maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement; and

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed
in this registration statement or any material change to such
         information in this registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in 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 Company 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 Securities
Act and will be governed by the final adjudication of such issue.

                                      II-2
SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Clearwater, State of Florida on May 14, 2001.

                                             CRYO-CELL INTERNATIONAL, INC.

                                             By:     /s/ Daniel D. Richard
                                                --------------------------------
                                                      Daniel D. Richard
                                                     Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Daniel D. Richard and
Jill M. Taymans, and each of them, his true and lawful attorney-in-fact and
agent, each with full power of substitution and revocation, 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 thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each such
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, as fully to all intents
and purposes as such person 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,
this registration statement and the foregoing power of attorney have been signed
by the following persons in the capacities and on the dates indicated:

          Signature                      Title                         Date
          ---------                      -----                         ----
/s/ Daniel D. Richards           Chief Executive Officer and
-------------------------------- Chairman of the Board              May 14, 2001
    Daniel D. Richard            (Principal Executive Officer)

/s/ Wanda D. Dearth              President and Chief Operating
-------------------------------- Officer,  Director                 May 14, 2001
    Wanda D. Dearth

/s/ Gerald F.  Maass             Executive Vice President,          May 14, 2001
-------------------------------- Director
    Gerald F. Maass

/s/ Jill M. Taymans              Chief Financial Officer
--------------------------------                                    May 14, 2001
    Jill M. Taymans

/s/ Ed Modzelewski               Director
--------------------------------                                    May 14, 2001
    Ed Modzelewski

/s/ Frederick C.S. Wilhelm
--------------------------------                                    May 14, 2001
    Frederick C.S. Wilhelm       Director

/s/ Junior Winokur
--------------------------------                                    May 14, 2001
    Junior Winokur               Director

/s/ Mercedes Walton
--------------------------------                                    May 14, 2001
    Mercedes Walton              Director

/s/ Ronald Richard
--------------------------------                                    May 14, 2001
    Ronald Richard               Director
EXHIBIT INDEX

Exhibit
Number                         Description of Exhibit
------                         ----------------------

 5.1            Opinion of McDermott, Will & Emery as to the legality of the
                securities being registered.

 23.1           Consent of McDermott, Will & Emery (included in its opinion
                filed as Exhibit 5).

 23.2           Consent of Weinick Sanders Leventhal & Co.

 24             Power of Attorney (included with the signature page to this
                registration statement).