SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

                                                                January 31, 2012
 Via Facsimile

Mr. Robert S. Stefanovich
Chief Financial Officer CryoPort, Inc. 20382 Barents Sea Circle Lake Forest, California 92630
 RE: CryoPort, Inc.
Form 10-K for the Year Ended March 31, 2011 Filed June 27, 2011 Form 10-Q for the Period Ended September 30, 2011 Filed November 14, 2011 File No. 1-34632

Dear Mr. Stefanovich:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.
   After reviewing the information you provide  in response to these comments, we may
have additional comments.  Form 10-Q for the Period Ended September 30, 2011

 Controls and Procedures, page 26

 1. You disclose that your disclosu re controls and procedures we re effective subject to the
various limitation on effectiveness set fo rth under the heading “Limitations on the
Effectiveness of Internal Controls.”  Please revise your conclusion to state, without using
qualifying language such as “subject to the va rious limitations,” whet her your disclosure
controls and procedures were  effective or not as of September 30, 2011.  See Item 307 of
Regulation S-K.

Mr. Robert S. Stefanovich
CryoPort, Inc. January 31, 2012 Page 2
 Changes in Internal Control Over Financial Reporting, page 26

2. Please confirm that there were no changes in in ternal control over financial reporting during
the quarter ended September 30, 2011 that have ma terially affected or are reasonably likely
to materially affect your intern al control over financial reporti ng.  Please also revise future
filings beginning with your next Form 10-Q to disclose whether or not there have been such
changes during your last fis cal quarter.  Refer to Item  308(c) of Regulation S-K.
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Ernest Greene,  Staff Accountant at (202) 551-3733 or me at (202) 551-
3769 if you have questions re garding these comments.
           Sincerely,
/s/ Rufus Decker
         R u f u s  D e c k e r
       Accounting Branch Chief