<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>dex31.txt
<DESCRIPTION>AMENDED & RESTATED CERTIFICATE OF INCORPORATION
<TEXT>

<PAGE>

                                                                     EXHIBIT 3.1

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


          PARAGRAPH FIRST:    The name of the corporation is

                         CRYO-CELL INTERNATIONAL, INC.

          PARAGRAPH SECOND:   The address of the registered office of this
corporation in this state is c/o TAQ, Inc., 15 East North Street, in the City of
Dover, County of Kent, State of Delaware 19901 and the name of the registered
agent at said address if TAQ, INC.

          PARAGRAPH THIRD:    The purpose of the corporation is to engage in any
lawful act or activity for which corporation may be organized under the
corporation laws of the State of Delaware.

          PARAGRAPH FOURTH:   The Corporation shall be authorized to issue the
following shares:

          Class               Number of Shares    Par Value
          -----               ----------------    ---------

          Preferred           500,000             $.01

          Common              20,000,000          $.01

          The preferred shares may be issued from time to time in one or more
series.  The Board of Directors is hereby authorized to fix or alter the
designations, preferences, and relative, participating, optional, or other
special rights, and qualifications, limitations, or restrictions, of such
preferred shares including without limitation of the generality of the
foregoing, dividend rights, dividend rates, conversion rights, the rights of
convertibility into common shares, voting rights, and rights, price (s) and
terms of redemption.  The Board of Directors shall have the authority to set the
terms and conditions of convertibility, issuance of dividends, and priority
claim of preferred shareholders on corporate assets.

          PARAGRAPH FIFTH:    The following provisions are inserted for the
management of the business and for the conduct of the affairs of the
corporation, and for further definition, limitation and regulation of the powers
of the corporation and of its directors and stockholders:

          (1) The number of directors of the corporation shall be such as from
              time to time shall be fixed by, or in the manner provided in the
              by-laws. Election of directors need not be by ballot unless the
              by-laws provide.

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          (2) The Board of Directors shall have power without the assent or vote
              of the stockholders:

                 (a) To make, alter, amend, change, add to or repeal the by-laws
                     of the corporation; to fix and vary the amount to be
                     reserved for any proper purpose; to authorize and cause to
                     be executed mortgages and liens upon all or any part of the
                     property of the corporation; to determine the use and
                     disposition of any surplus or net profits; and to fix the
                     times for the declaration and payment of dividends.

                 (b) To determine from time to time whether, and to what times
                     and places, and under what conditions the accounts and
                     books of the corporation (other than the stock ledger) or
                     any of them shall be open to the inspection of the
                     stockholders.

          (3) The directors in their discretion may submit any contract or act
              for approval or ratification at any annual meeting of the
              stockholders or at any meeting of the stockholders called for the
              purpose of considering any such act or contract, and any contract
              or act that shall be approved or be ratified by the vote of the
              holders of a majority of the stock of the corporation which is
              represented in person or by proxy at such meeting and entitled to
              vote thereat (provided that a lawful quorum of stockholders be
              there represented in person or by proxy) shall be as valid and as
              binding upon the corporation and upon all the stockholders as
              though it had been approved or ratified by every stockholder of
              the corporation, whether or not the contract or act would
              otherwise be open to legal attack because of directors' interest,
              or for any other reason.

          (4) In addition to the powers and authorities hereinbefore or by
              statute expressly conferred upon them, the directors are hereby
              empowered to exercise all such powers and do all such acts and
              things as may be exercised or done by the corporation; subject,
              nevertheless, to the provisions of the statutes of Delaware, of
              this certificate, any to any by-laws from time to time made by the
              stockholders; provided, however, that no by-laws so made shall
              invalidate any prior act of the directors which would have been
              valid if such by-law had not been made.

          PARAGRAPH SIXTH:    No director shall be liable to the corporation or
any of its stockholders for monetary damages for breach of fiduciary duty as a
director, except with respect to (1) a breach of the director's duty of loyalty
to the corporation or its stockholders, (2) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (3)
liability under Section 174 of the Delaware General Corporation Law, or (4) a
transaction from which the director derived an improper personal benefit, it
being the intention of the foregoing provision to eliminate the liability of the
corporation's directors to the corporation or its stockholders to the fullest
extent permitted by Section 102(b) (7) of the Delaware General Corporation Law,
as amended from time to time.  The corporation shall indemnify to the fullest
extent permitted by Sections 102 (b) (7) and 145 of the Delaware General
Corporation Law, as amended from time to time, each person that such Sections
grant the corporation the power to indemnify.

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          PARAGRAPH SEVENTH:  Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or between
this corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware, may, on the application in
a summary way of this corporation or any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 Title 8 of the Delaware
Code order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs.  If a majority in
number representing three-fourths (3/4) in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

          PARAGRAPH EIGTH:    The corporation reserves the right to amend,
alter, change or repeal any provision contained in this Certificate of
Incorporation in the manner now or hereafter prescribed by law, and all rights
and powers conferred herein on stockholders, directors and officers are subject
to this reserved power.

     This Amended and Restated Certificate of Incorporation of the Corporation
is hereby executed by the undersigned on behalf of the Corporation this 10th day
of July, 2000.


                                        CRYO-CELL INTERNATIONAL, INC.



                                        By: /s/ Jill M. Taymans
                                        -----------------------
                                        Name: Jill M. Taymans
                                              ---------------
                                        Title: Chief Financial Officer
                                               -----------------------

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