The objective of this study was to determine the viscosity of the residual unfrozen solution that cells are exposed to during freezing in the presence of glycerol and use this to interpret some key aspects of cryopreservation. The viscosity of the glycerol-water binary system exceeded 1000 cP at -40 [deg]C, whilst the viscosity of the ternary system, glycerol-water-NaCl, exceeded 100,000 cP at -55 [deg]C. The effect of these high viscosities on the diffusion of water at a constant temperature during freezing and during cooling at different linear rates has been estimated. At rates of cooling faster than 100 [deg]C min-1 the diffusion distance during freezing was calculated to be less than 15 [mu]m. Validation of the diffusion calculations was confirmed by examination of the ultrastructure of the freeze concentrated matrix in samples prepared at a range of cooling rates. At a critical rate of cooling, water diffusion becomes limited by the high viscosity and two phenomena, of relevance to cryobiology, occur: (1) the composition of the freeze concentrated matrix around cells deviates from that of the equilibrium phase diagram; and (2) the osmotic loss of water from cells is restricted. These factors are of particular relevance to an understanding of the response of cells such as spermatozoa, red blood cells, and bacteria cooled rapidly with glycerol as cryoprotectant.