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CORRESP
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      Lifecell Corp. Corresp 08-05-2005

      August
        5,
        2005

      United
        States Securities and

      Exchange
        Commission

      100
        F
        Street, N.E.

      Washington,
        D.C. 20549

      Attention:

      Jim
        B.
        Rosenberg, Senior Assistant Chief Accountant

      Division
        of Corporation Finance

                Re:

                LifeCell
                  Corporation Response to Staff
                  Comments

                  Form
                    10-K for the fiscal year ended December 31,
                    2004

                  File
                    No. 000-19890

      Dear
        Mr.
        Rosenberg,

      Accompanying
        this letter is our response to the comments that were communicated to Mr.
        Paul
        Thomas in your letter dated August 2, 2005. Our response has been keyed to
        the
        comments in your letter and includes detailed information that we believe
        is
        necessary to fully respond to your inquiry.

      I
        am
        Chief Financial Officer for LifeCell Corporation (the “Company”) and have served
        in such role since June 2000. As Principal Financial Officer of the Company,
        I
        acknowledge that:

                ·

                The
                  Company is responsible for the adequacy and accuracy of the disclosure
                  in
                  its filings with the Securities and Exchange Commission (the
                  “Commission”)

                ·

                Staff
                  comments, or changes to disclosure in response to staff comments
                  do not
                  foreclose the Commission from taking any action with respect to
                  the
                  Company’s filings; and

                ·

                The
                  Company may not assert Commission staff comments as a defense in
                  any
                  proceeding initiated by the Commission or any person under the
                  Federal
                  Securities laws of the United
                  States.

      Please
        feel free to contact me at (908) 947-1106 with any additional comments or
        questions. (Direct fax number: (908) 947- 1092 / e-mail: ssobieski@
        lifecell.com)

      Sincerely,

      /s/
        Steven Sobieski

      Steven
        T.
        Sobieski

      Chief
        Financial Officer

                cc:

                Paul
                  Thomas

                Steven
                  Skolnick Esq., Lowenstein Sandler

                LifeCell
                  Corporation

                One
                  Millennium Way, Branchburg, NJ 08876

                Phone:
                  908.947.1100

                Fax:
                  908.947.1200

LifeCell
        Corporation

      Response
        to Staff Comments on

      Form
        10-K for the fiscal year ended December 31, 2004 filed on March 15,
        2005

      The
        following are responses to the Staff’s comment letter dated August 2, 2005. To
        assist the Staff’s review , the original comments have been repeated
        herein.

      Staff
        Comment 1

      The
        Statement of Stockholder’s Equity states that your Series B preferred stocks was
        converted into 2,450,000 shares of common stock however the Note 9 Capital
        Stock, Options and Warrants states 1,867,569 shares of common stock. Please
        clarify to us how many shares of common stock were converted from the series
        B
        preferred stock.

      Company
        Response:

      Pursuant
        to the terms of the Company's certificate of incorporation, the Series B
        preferred stock automatically converted into common stock when the closing
        price
        of the Company’s common stock averaged, or exceeded $9.30 per share for 30
        consecutive trading days. Not withstanding such automatic conversion feature,
        holders of the Series B preferred stock had the right to voluntarily convert
        their Series B preferred stock into common stock at any time.

      As
        shown
        in the table below, at December 31, 2003, there were 67,601 shares of Series
        B
        preferred stock outstanding. During the period from January 1, 2004 through
        May
        13, 2004, holders of 16,056 of the Series B preferred shares voluntarily
        converted their shares into 581,737 shares of common stock. As a result,
        51,545
        shares of the Series B preferred stock were outstanding at May 13,
        2005.

      The
        condition for automatic conversion was met on May 14, 2004, and accordingly,
        all
        of the outstanding shares of Series B Preferred Stock of the Company
        automatically converted on such date into an aggregate of 1,867,569 shares
        of
        the Company’s common stock.

                Series
                  B

                Preferred

                Stock

                Converted
                  to

                Common

                Stock

                Balance
                  12/31/03

                67,601

                Voluntary
                  Conversions from 1/1/04 - 5/13/04

                (16,056

                )

                581,737

                Automatic
                  Conversions on 5/14/04

                (51,545

                )

                1,867,569

                Balance
                  12/31/04

                --

                2,449,306

            1

      Staff
        Comment 2

      Please
        explain to us the “reclassification of common stock, subject to redemption” line
        items stated in the Statement of Stockholder’s Equity.

      Company
        Response:

      In
        November 1999, the Company issued 925,000 shares of common stock to one investor
        in a private placement at a price of $4.20 per share. Pursuant to the terms
        of
        the stock purchase agreement, under certain circumstances the shares were
        redeemable for an amount equal to “100% of the amount originally invested by
        such investor”. One of the circumstances which would trigger the redemption
        right was if the LifeCell’s common stock was not listed on the NASDAQ, AMEX or
        NYSE stock exchange. Given this event was beyond the Company’s control, the
        Company classified as temporary equity an amount equal to the number of shares
        purchased in the initial investment, less any shares sold on the open market
        at
        each balance sheet date, since the redemption right applied only to the shares
        originally purchased and still held by the investor (in accordance with
        Securities and Exchange Commission Accounting Series Release 268).

      At
        December 31, 2001, 460,636 of the original shares were still held by the
        investor and accordingly were classified as temporary equity. In the fourth
        quarter of 2002, the Company received notification that the investor sold
        346,800 shares and accordingly, $1,457,000 of the original amount was
        reclassified to Stockholders’ Equity. In 2003, the Company received notification
        that the investor sold the remaining 113,836 shares and accordingly, the
        redemption rights terminated. As a result, the remaining shares were
        reclassified to Stockholder’s Equity in 2003.

      The
        Company’s financial statements, included in its Form 10-K filing for the year
        ended December 31, 2003, included a detailed description of the Common Stock
        Subject to Redemption in Note 9 “Capital Stock, Options and Warrants” on page
        F-13. The note also included a discussion of the reclassification of the
        shares
        that occurred in 2002 and 2003.

      In
        the
        preparation of the financial statements for the year ended December 31, 2004,
        we
        omitted the disclosure regarding common shares subject to redemption since
        there
        were no remaining shares outstanding that were subject to redemption at each
        of
        the balance sheet dates presented (December 31, 2004 and 2003) and the number
        of
        shares and dollar amount reclassified in each of the earlier years was not
        deemed to be material in relation to total common shares outstanding or
        Additional Paid in Capital.

      2