AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1999
                                                    REGISTRATION NO. 333-75917


                       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                               22-302-3093
    (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    incorporation or organization)


                              ---------------------
                      3165 McMullen Booth Road, Building #5
                              Clearwater, FL 33761
                                 (727) 723-0333
    (Address of Registrant's principal executive offices, including zip code)
                              ---------------------

                            ADVISOR COMPENSATION PLAN
                            (Full title of the Plan)

                     Daniel Richard, Chief Executive Officer
                      3165 McMullen Booth Road, Building #5
                              Clearwater, FL 33761
                                 (727) 723-0333
            (Name, address and telephone number of agent for service)
                              ---------------------

                Approximate Date of Proposed Sale to the Public:
   As soon as practicable after this Registration Statement becomes effective.
                              --------------------

<TABLE>


                                                    CALCULATION OF REGISTRATION FEE
<CAPTION>

===================================================================================================================
        Title of Securities            Amount to be      Proposed Maximum    Proposed Maximum       Amount of
         to be Registered               Registered      Offering Price per  Aggregate Offering   Registration Fee
                                                               Share               Price
-------------------------------------------------------------------------------------------------------------------

  <S>                                    <C>                   <C>                      <C>                 <C>
  Common Stock, $0.01 Par Value(1)       50,000(1)             $3.23(2)                $161,500            $ 44.90
===================================================================================================================



--------

1    Includes  50,000  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 August 5, 1999.


</TABLE>

<PAGE>


                                     PART II

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")
with the Securities and Exchange  Commission (the  "Commission") is incorporated
herein by reference.

         The following documents are also incorporated by reference:

     1.       The  Company's  Annual  Report on Form  10-KSB for the fiscal year
              ended  November 30, 1998,  filed with the  Commission on March 16,
              1999.

     2.       The  Company's Quarterly  Reports  on Form 10-Q for the  quarterly
              periods ended  February  28, 1999 and May  31, 1999  which   have
              heretofore  been filed by the Company with the Commission pursuant
              to the 1934 Act.

     3.       The description of the Company's  Common Stock is contained in its
              Registration  Statement on Form 8A dated  February 4, 1994,  filed
              pursuant to Section 12 of the Securities Exchange Act of 1934.

         In addition,  all reports and other documents that we subsequently file
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, 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, and to be
a part of, this registration statement from the date of filing of such documents
(such documents,  and the documents  enumerated above, being referred to in this
registration statement as "Incorporated Documents").

         To the extent information  contained in this registration  statement or
any Incorporated Document differs from information contained in an earlier-filed
Incorporated  Document,  rely on the different  information in this registration
statement or the later-filed Incorporated Document.

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.


<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 August 5, 1999.

                                               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:

NAME                         TITLE                                DATE
----                         -----                                ----


/s/ Daniel D. Richard          Chief Executive Officer and       August 5, 1999
---------------------
Daniel D. Richard              Chairman of the Board
                               (Principal Executive Officer)

/s/ Gerald F. Maass            Vice President and General        August 5, 1999
--------------------
Gerald F. Maass                Manager, Director

/s/ Jill M. Taymans            Chief Financial Officer           August 5, 1999
-------------------
Jill M. Taymans

/s/ Ed Modzelewski             Director                          August 5, 1999
-------------------
Ed Modzelewski

/s /Frederick C.S. Wilhelm     Director                          August 5, 1999
--------------------------
Frederick C.S. Wilhelm





<PAGE>



                                  EXHIBIT INDEX


EXHIBIT                                     DESCRIPTION OF EXHIBIT
NUMBER                                      ----------------------
------


 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 Mirsky, Furst & Associates, P.A..

 24               Power of Attorney (included with the signature page to this
                  registration statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13891}]
{"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": "333-84915", "film-number": "99683434"}, "business-address": {"street1": "604 PACKARD CT", "city": "SAFETY HARBOR", "state": "FL", "zip": "34695", "phone": "2012247070"}, "mail-address": {"street1": "604 PACKARD CT", "street2": "1223 ANDERSON AVE", "city": "SAFETY HARBOR", "state": "FL", "zip": "34695"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1999
                                                    REGISTRATION NO. 333-75917

                       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                               22-302-3093
    (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    incorporation or organization)

                              ---------------------
                      3165 McMullen Booth Road, Building #5
                              Clearwater, FL 33761
                                 (727) 723-0333
    (Address of Registrant's principal executive offices, including zip code)
                              ---------------------

                            ADVISOR COMPENSATION PLAN
                            (Full title of the Plan)

                     Daniel Richard, Chief Executive Officer
                      3165 McMullen Booth Road, Building #5
                              Clearwater, FL 33761
                                 (727) 723-0333
            (Name, address and telephone number of agent for service)
                              ---------------------

                Approximate Date of Proposed Sale to the Public:
   As soon as practicable after this Registration Statement becomes effective.
                              --------------------

                                                    CALCULATION OF REGISTRATION FEE
===================================================================================================================
        Title of Securities            Amount to be      Proposed Maximum    Proposed Maximum       Amount of
         to be Registered               Registered      Offering Price per  Aggregate Offering   Registration Fee
                                                               Share               Price
-------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 Par Value(1)       50,000(1)             $3.23(2)                $161,500            $ 44.90
===================================================================================================================

--------

1    Includes  50,000  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 August 5, 1999.
PART II

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")
with the Securities and Exchange  Commission (the  "Commission") is incorporated
herein by reference.

         The following documents are also incorporated by reference:

     1.       The  Company's  Annual  Report on Form  10-KSB for the fiscal year
              ended  November 30, 1998,  filed with the  Commission on March 16,
              1999.

     2.       The  Company's Quarterly  Reports  on Form 10-Q for the  quarterly
              periods ended  February  28, 1999 and May  31, 1999  which   have
              heretofore  been filed by the Company with the Commission pursuant
              to the 1934 Act.

     3.       The description of the Company's  Common Stock is contained in its
              Registration  Statement on Form 8A dated  February 4, 1994,  filed
              pursuant to Section 12 of the Securities Exchange Act of 1934.

         In addition,  all reports and other documents that we subsequently file
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, 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, and to be
a part of, this registration statement from the date of filing of such documents
(such documents,  and the documents  enumerated above, being referred to in this
registration statement as "Incorporated Documents").

         To the extent information  contained in this registration  statement or
any Incorporated Document differs from information contained in an earlier-filed
Incorporated  Document,  rely on the different  information in this registration
statement or the later-filed Incorporated Document.

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.
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 August 5, 1999.

                                               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:

NAME                         TITLE                                DATE
----                         -----                                ----

/s/ Daniel D. Richard          Chief Executive Officer and       August 5, 1999
---------------------
Daniel D. Richard              Chairman of the Board
                               (Principal Executive Officer)

/s/ Gerald F. Maass            Vice President and General        August 5, 1999
--------------------
Gerald F. Maass                Manager, Director

/s/ Jill M. Taymans            Chief Financial Officer           August 5, 1999
-------------------
Jill M. Taymans

/s/ Ed Modzelewski             Director                          August 5, 1999
-------------------
Ed Modzelewski

/s /Frederick C.S. Wilhelm     Director                          August 5, 1999
--------------------------
Frederick C.S. Wilhelm
EXHIBIT INDEX

EXHIBIT                                     DESCRIPTION OF EXHIBIT
NUMBER                                      ----------------------
------

 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 Mirsky, Furst & Associates, P.A..

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