SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE
      July 28, 2008
 Mail Stop 7010

Via U.S. mail and facsimile

Mr. Peter Berry, Chief Executive Officer CryoPort, Inc. 20382 Barents Sea Circle Lake Forest, CA   92630  Re: CryoPort. Inc.  Registration Statement on Form S-1
 File No.:  333-152329
Filed on:  July 14, 2008

Dear Mr. Berry:   We have limited our review of the above- captioned filing to those issues we have
addressed in our comments.  Where indicat ed, we think you should revise your document
in response to these comments.  If you disagr ee, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.    Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Security Ownership of Certain Beneficial Owners and Management, page 38

1. The information included in the security ow nership table on page 38 is dated as of
June 27, 2008.  However, the information in the table does no t reconcile with
security ownership disclosure that is in cluded in your Form 10-K, which is also
dated as of June 27, 2008.  For example, th e security ownership of BridgePointe
Master Fund and Enable Growth Partners has been omitted from this discussion in
the registration statement.  However, the disclosure is included in the Form 10-K.
Please reconcile and update the disclosu re.  In the column reflecting the
percentage of shares beneficially owned, please provide the percentage without regard to any conversion caps.

Mr. Peter Berry
CryoPort, Inc.
July 28, 2008 Page 2    Selling Stockholders, page 40

2. Please reconcile the 11,771,704 shares held  by BridgePointe Master Fund as
shown in the security ownership table on page 40 with the 5,215,496 shares held
by it as disclosed in the Form 10-K.

General

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosure they have made.

Notwithstanding our comments, in the even  the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

Mr. Peter Berry
CryoPort, Inc. July 28, 2008 Page 3    We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Dorine H. Miller, Financ ial Analyst at (202) 551-3711 or, in her
absence, contact Brigitte Lippma nn, Attorney at (202) 551-3713.

Sincerely,

  Pamela A. Long
Assistant Director

cc: Marc J. Ross, Esq.  Sichenzia Ross Friedman Ference LLP  61 Broadway  New York, NY 10006