UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

CRYO-CELL International, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

228895108

(CUSIP Number)

Matthew Roszak

SilkRoad Equity LLC

111 N. Chestnut Street, Suite 200

Winston-Salem, NC 27101

336-201-5100

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 24, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 228895108

1.	Names of Reporting Persons. Andrew J. Filipowski

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o

3.	SEC Use Only

4.	Source of Funds (See Instructions) PF

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization United States of America

Number of		7.	Sole Voting Power
Shares			1,009,267
Beneficially
Owned by		8.	Shared Voting Power
Each			None.
Reporting
Person With:		9.	Sole Dispositive Power
			1,009,267

		10.	Shared Dispositive Power
			None.
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,009,267

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

13.	Percent of Class Represented by Amount in Row (11) 8.6%

14.	Type of Reporting Person (See Instructions) IN

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CUSIP No. 228895108

1.	Names of Reporting Persons. Andrew J. Filipowski Revocable Trust

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o
3.	SEC Use Only

4.	Source of Funds (See Instructions) OO

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization Illinois

Number of		7.	Sole Voting Power
Shares			180,650
Beneficially
Owned by		8.	Shared Voting Power
Each			None.
Reporting
Person With:		9.	Sole Dispositive Power
			180,650

		10	Shared Dispositive Power None.

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 180,650

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

13.	Percent of Class Represented by Amount in Row (11) 1.5%

14.	Type of Reporting Person (See Instructions) OO

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CUSIP No. 228895108

1.	Names of Reporting Persons. Matthew Roszak

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o

3.	SEC Use Only

4.	Source of Funds (See Instructions) PF

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization United States of America

Number of		7.	Sole Voting Power
Shares			383,617
Beneficially
Owned by		8.	Shared Voting Power
Each			None.
Reporting
Person With:		9.	Sole Dispositive Power
			383,617

		10	Shared Dispositive Power None.

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 383,617

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

13.	Percent of Class Represented by Amount in Row (11) 3.3%

14.	Type of Reporting Person (See Instructions) IN

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CUSIP No. 228895108

1.	Names of Reporting Persons. SilkRoad Equity LLC

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o

3.	SEC Use Only

4.	Source of Funds (See Instructions) WC

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization United States of America

Number of		7.	Sole Voting Power
Shares			323,617
Beneficially
Owned by		8.	Shared Voting Power
Each			None.
Reporting
Person With:		9.	Sole Dispositive Power
			323,617

		10.	Shared Dispositive Power
			None.
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 323,617

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

13.	Percent of Class Represented by Amount in Row (11) 2.8%

14.	Type of Reporting Person (See Instructions) OO

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Item 1.	Security and Issuer

	This Amendment No. 4 (the “Amendment”) to the Statement on Schedule 13D, as amended (the “Statement”), relates to the common stock, par value $0.01 per share (the “Common Stock”), of CRYO-CELL International, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 700 Brooker Creek Blvd., Oldsmar, Florida, 34677. Unless otherwise indicated, all capitalized terms in this Amendment shall have the meanings set forth in the Statement for such terms. This Amendment is filed by Andrew J. Filipowski, the Andrew J. Filipowski Revocable Trust (the “Trust”), Matthew Roszak, and SilkRoad Equity (hereinafter referred to collectively as the “Reporting Persons”).

	This Amendment amends and supplements Items 1, 2, 4, 5, and 7 of the Statement to disclose that (i) Mr. Filipowski is no longer a member of the Company’s Board of Directors (the “Board”) and (ii) pursuant to an Agreement signed by the Company and the Reporting Persons on January 24, 2008, Mr. Filipowski will be nominated for election to the Board at a special meeting of stockholders to be held on March 4, 2008 (the “Special Meeting”).

Item 2.	Identity and Background

	Item 2 is hereby amended and supplemented as follows:

	As previously stated, Mr. Filipowski is a private investor and principal of SilkRoad Equity whose principal business address is 111 N. Chestnut Street, Suite 200, Winston-Salem, NC 27101. On July 16, 2007, Mr. Filipowski was elected to the Board at the 2007 annual meeting of the Company’s stockholders. Pursuant to an order of the Delaware Court of Chancery issued on January 15, 2008, in a case brought by a stockholder challenging the election results of the 2007 annual meeting, Mr. Filipowski was removed from the Board.

Item 4.	Purpose of Transaction

	Item 4 is hereby amended and supplemented as follows:

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	On January 24, 2008, the Company entered into an Agreement with the Reporting Persons in which the Company agreed to nominate Andrew J. Filipowski, as part of management’s slate of director-nominees, for election to the Board at the Special Meeting and at any subsequent meeting of stockholders at which directors are to be elected prior to the 2009 annual meeting of stockholders (each such meeting, a “Subsequent Meeting”). The Reporting Persons agreed to vote all shares for which they have voting power for each of the management director-nominees at the Special Meeting or any Subsequent Meeting. In addition, the Reporting Persons agreed that (a) from the date of the Agreement until the Special Meeting is permanently adjourned, and (b) if Mr. Filipowski is elected as a director at the Special Meeting, until the earlier of (i) the Company’s 2009 annual meeting of stockholders or (ii) such time as Mr. Filipowski is no longer a director of the Company for a reason other than his voluntary resignation from the Board, the Reporting Persons will not take certain actions, nor will any of their affiliates or associates take such actions, without the prior written consent of the Board. The activities restricted by the Agreement include, among other things, (x) engaging in any solicitation of proxies or consents to vote any voting securities of the Company in opposition to the recommendations of the Board or becoming a participant in any election contest with respect to the Company; (y) otherwise taking any action to obtain representation on the Board, except for actions permitted expressly by the Agreement; or (z) entering into any agreements with any third party with respect to any of the foregoing. This description of the Agreement is qualified in its entirety by the Agreement, which is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 5.	Interest in Securities of the Issuer.

	(a) The Trust is the record holder of 180,650 shares of Common Stock, representing approximately 1.5% of the issued and outstanding Common Stock of the Company based on the figure of 11,672,129 shares issued and outstanding as of January 18, 2008 as reported in the Company’s Preliminary Proxy Statement for the Special Meeting.

	SilkRoad Equity is the record holder of 323,617 shares of Common Stock, representing 2.8% of the issued and outstanding Common Stock of the Company.

	Mr. Filipowski is the record holder of 505,000 shares of Common Stock and is deemed to beneficially own 180,650 shares of Common Stock held through the Trust and an additional 323,617 shares as a managing member of SilkRoad Equity. In the aggregate, Mr. Filipowski is deemed to beneficially own 1,009,267 shares of Common Stock or approximately 8.6% of the issued and outstanding Common Stock of the Company. Mr. Filipowski disclaims beneficial ownership of the 180,650 shares of Common Stock held by the Trust and disclaims beneficial ownership of the 323,617 shares held by SilkRoad Equity.

	Mr. Roszak is the record holder of 54,000 shares of Common Stock. Mr. Roszak is deemed to beneficially own 6,000 shares of Common Stock held through his IRA and an additional 323,617 shares as a managing member of SilkRoad Equity. In the aggregate, Mr. Roszak is deemed to own 383,617 shares or approximately 3.3% of the issued and outstanding Common Stock of the Company. Mr. Roszak disclaims beneficial ownership of the 323,617 shares of Common Stock held by SilkRoad Equity.

	The Reporting Persons as a group may be deemed to own 1,069,267 shares of Common Stock, representing approximately 9.2% of the issued and outstanding Common Stock of the Company. Each Reporting Person disclaims beneficial ownership of the shares owned by the other Reporting Persons.

	(b) The responses to Items 7-10 of the cover sheets are incorporated herein by reference.

	(c) Not applicable.

	(d) Not applicable.

	(e) Not applicable.

Item 7.	Material to Be Filed as Exhibits

	Exhibit 99.1:	Agreement dated January 24, 2008, between the Company and the Reporting Persons (filed herewith).

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 28, 2007

Andrew J. Filipowski

ANDREW J. FILIPOWSKI REVOCABLE TRUST

By /s/ Andrew J. Filipowski

Andrew J. Filipowski, individually and as

Trustee for the Andrew J. Filipowski

Revocable Trust

Matthew Roszak

SILKROAD EQUITY LLC

By /s/ Matthew Roszak

Matthew Roszak, individually and as

a Managing Member of SilkRoad Equity

LLC

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AGREEMENT

This Agreement, dated as of January 24, 2008 (“Agreement”), is by and among CRYO-CELL International, Inc., a Delaware corporation (the “Company”), and the other persons and entities that are signatories hereto (collectively, the “Holders,” and each, individually, a “Holder”), each of whom is a holder of common shares, par value $.01, of the Company (the “Shares”).

WHEREAS, pursuant to an agreement with the Company, upon recommendation of the Governance Committee of the Board of Directors of the Company (the “Board”), the Board nominated Andrew J. Filipowski for election as a director of the Company at the Company’s annual meeting of stockholders held on July 16, 2007 (the “2007 Annual Meeting”);

WHEREAS, the Delaware Court of Chancery has invalidated the results of the election of directors at the 2007 Annual Meeting, reinstated the members of the Board that were in office prior to the 2007 Annual Meeting, and ordered the Company to hold a new election of directors to the Board at a special meeting of shareholders to be held on March 4, 2008 (the “Special Meeting”);

WHEREAS, the Board has determined that it is in the best interests of the Company and its shareholders to nominate Mr. Filipowski for election as a director of the Company to serve at least until the Company’s 2009 annual meeting of shareholders (the “2009 Annual Meeting”), provided that the Holders agree to certain limitations on their activities as described herein, and the Holders are willing to agree to such limitations.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Representations and Warranties of the Company. The Company hereby represents and warrants to the Holders that (i) this Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; and (ii) neither the execution of this Agreement nor the consummation of any of the transactions contemplated hereby nor the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its or their property is subject.

2. Representations and Warranties of the Holders. Each of the Holders represents and warrants to the Company that this Agreement has been duly authorized, executed and delivered by such Holder, and is a valid and binding obligation of such Holder, enforceable against such

Holder in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles.

3. Board of Directors Matters.

(a) The Board agrees to nominate Andrew J. Filipowski as part of the management’s slate of nominees for election to the Board at the Special Meeting and at any subsequent meeting of stockholders at which directors are to be elected prior to the 2009 Annual Meeting (each such meeting, a “Subsequent Meeting”).

(b) Each of the Holders agrees to vote all of the Shares for which he or it has voting power, in favor of each person nominated by the Board or any committee thereof, and not to subsequently change or revoke such vote or vote for any other nominees besides each person nominated by the Board or any committee thereof at the Special Meeting or any Subsequent Meeting.

4. Standstill.

(a) Except for actions expressly permitted by this Agreement, each of the Holders agrees that (i) from the date of this Agreement until the Special Meeting is permanently adjourned and (ii) if Mr. Filipowski is elected as a director at the Special Meeting, until the earlier of (x) the 2009 Annual Meeting or (y) such earlier time as Andrew J. Filipowski is no longer a director of the Company for a reason other than his voluntary resignation from the Board, without the prior written consent of the Board specifically expressed in a written resolution adopted by a majority vote of the entire Board, neither such Holder nor any of its Affiliates or Associates under its control or direction will, and it will cause each of its Affiliates and Associates under its control not to, directly or indirectly, in any manner: (A) engage in any solicitation of proxies or consents to vote any voting securities of the Company in opposition to the recommendations of the Board or become a participant in any election contest with respect to the Company; (B) otherwise take any action to obtain representation on the Board; (C) take any action that is designed to require the Company to make a public announcement regarding its strategic alternatives; (D) enter into any agreements with any third party with respect to any of the foregoing; or (E) make any public announcement with respect to any of the foregoing, except as advised by counsel to comply with applicable law and regulations.

(b) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); the terms “beneficial owner” and “beneficial ownership” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; and the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association,

organization or other entity of any kind or nature; and “group” shall have the meaning as set forth in Rule 13d-5 promulgated by the SEC under the Exchange Act.

5. Confidentiality. The Holders (each, a “Recipient”) each acknowledge the confidential and proprietary nature of the Confidential Information (as defined below) and agree that the Confidential Information (a) will be kept confidential by Recipient and Recipient’s Representatives and (b) will not be disclosed by Recipient (except to other Recipients and their Affiliates and Associates and such person’s Representatives to the extent contemplated by this Agreement) or by Recipient’s Representatives (as defined below) to any person except with the specific prior written consent of the Company or except as expressly otherwise permitted by this Agreement. It is understood that (x) Recipient may disclose Confidential Information only to those of Recipient’s Representatives who are informed by Recipient of the confidential nature of the Confidential Information and the obligations of this Agreement and (y) Recipient shall be responsible for the breach of the provisions of this Section 5 by Recipient’s Representatives. As used in this Agreement, the term “Confidential Information” means and includes any and all of the information concerning the business and affairs of the Company that may hereafter be disclosed to Recipient by the Company or by the directors, officers, employees, agents, consultants, advisors or other representatives, including legal counsel, accountants and financial advisors (“Representatives”) of the Company; provided that “Confidential Information” shall not include information that (a) was in or enters the public domain or was or becomes generally available to the public other than as a result of disclosure by Recipient or any Representative thereof, (b) was independently acquired by Recipient without violating any of the obligations of Recipient or its Representatives under this Agreement, or under any other contractual, legal, fiduciary or binding obligation of Recipient or its Representatives with or to the Company, (c) was available, or becomes available, to Recipient on a nonconfidential basis other than as a result of its disclosure to Recipient by the Company or any Representative of the Company, but only if to the knowledge of Recipient the source of such information is not bound by a confidentiality agreement with the Company or is not otherwise prohibited from transmitting the information to Recipient or Recipient’s Representatives by a contractual, legal, fiduciary or other binding obligation with or to the Company, or (d) was independently developed by Recipient or its Representatives without reference to any other Confidential Information.

6. Specific Performance. Each of the Holders, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable in damages. It is accordingly agreed that the Holders or any of them, on the one hand, and the Company, on the other hand (the “Moving Party”), shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity.

7. Jurisdiction; Applicable Law. Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the federal or state courts of the State of Delaware in the event any

dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the federal or state courts of the State of Delaware, and each of the parties irrevocably waives the right to trial by jury and (d) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address of such parties’ principal place of business or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

8. Stockholder Representative. Each of the Holders hereby irrevocably appoints Andrew J. Filipowski as such member’s attorney-in-fact and representative (the “Stockholder Representative”), in such member’s place and stead, to do any and all things and to execute any and all documents and give and receive any and all notices or instructions in connection with this Agreement and the transactions contemplated hereby. The Company shall be entitled to rely, as being binding on each of the Holders, upon any action taken by the Stockholder Representative or upon any document, notice, instruction or other writing given or executed by the Stockholder Representative.

9. Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement.

10. Counterparts. This Agreement may be executed in two or more counterparts which together shall constitute a single agreement.

11. Entire Agreement; Amendment. This Agreement contains the entire understanding of the parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings other than those expressly set forth herein. This Agreement may be amended only by a written instrument duly executed by the parties hereto, or in the case of the Holders, the Stockholder Representative, or their respective successors or assigns.

[Signature Page Follows]

[Signature Page to Agreement]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the parties as of the date hereof.

CRYO-CELL INTERNATIONAL, INC.

By: /s/ Mercedes Walton

Name: Mercedes Walton

Title: Chairman and Chief Executive Officer

/s/ Andrew J. Filipowski

Andrew J. Filipowski

/s/ Matthew G. Roszak

Matthew G. Roszak

SILKROAD EQUITY LLC

By: /s/ Matthew G. Roszak

Matthew G. Roszak, individually and as a Managing Member of SilkRoad Equity LLC