Registration Statement No. 333-_____
 ------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 CRYOLIFE, INC.
             (Exact name of registrant as specified in its charter)

           FLORIDA                                              59-2417093
         -----------                                            ----------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

               1655 ROBERTS BOULEVARD, NW, KENNESAW, GEORGIA 30144

   (Address, including zip code, of registrant's principal executive offices)

                     CRYOLIFE, INC. DIRECTORS STOCK OPTIONS
                              (Full Title of Plan)

             STEVEN G. ANDERSON, PRESIDENT, CHIEF EXECUTIVE OFFICER
                     AND CHAIRMAN OF THE BOARD OF DIRECTORS
                                 CRYOLIFE, INC.
                           1655 ROBERTS BOULEVARD, NW
                             KENNESAW, GEORGIA 30144
                                 (770) 419-3355
 (Name and address, including zip code, and telephone number, including
                        area code, of agent for service)

                                    COPY TO:

                            B. JOSEPH ALLEY, JR. ESQ.
                          ARNALL GOLDEN & GREGORY, LLP
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                           ATLANTA, GEORGIA 30309-3450

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                     <C>              <C>                 <C>                <C>

--------------------------------------------------------------------------------------------
                                                                 Proposed
                                              Proposed           maximum         Amount of
Title of securities      Amount to be     maximum offering      aggregate       registration
 to be registered         registered       price per share    offering price        fee*
--------------------------------------------------------------------------------------------
   Common Stock,        97,500 Shares          $17.25           $1,496,625        $395.11
  $.01 par value
--------------------------------------------------------------------------------------------
</TABLE>

*    Calculated  pursuant to Rule 457(h) as follows:  (a) with respect to 60,000
     shares, based upon the  exercise  price of $17.25  and (b) with  respect to
     37,500 shares, based upon the exercise price of $12.31 per share.



<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following  documents are  incorporated by reference in the Registration
Statement:

     (a) The  Registrant's  Annual Report on Form 10-K filed with respect to the
Registrant's fiscal year ended December 31, 1999.

     (b) The Registrant's  Quarterly  Reports on Form 10-Q filed with respect to
the Registrant's fiscal quarters ended March 31, 2000 and June 30, 2000.

     (c) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  registration  statement  filed under Section 12 of the  Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.

     (d) All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  to this  registration  statement  which
indicates that all of the shares of Common Stock offered have been sold or which
deregisters  all of such shares  then  remaining  unsold,  shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  registration  statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant is a Florida corporation. The following summary is qualified
in its  entirety by  reference  to the  complete  text of the  Florida  Business
Corporation   Act  (the  "FBCA"),   the   Registrant's   Restated   Articles  of
Incorporation, and the Registrant's Bylaws.

     Under Section  607.0850(1) of the FBCA, a corporation  may indemnify any of
its  directors  and  officers  against  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding (including any
appeal thereof) (i) if such person acted in good faith and in a manner he or she
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation,  and (ii) with respect to any criminal action or proceeding,  he or
she had no  reasonable  cause to believe  his or her conduct  was  unlawful.  In
actions  brought  by or in  the  right  of  the  corporation,  however,  Section
607.0850(2)  provides  that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which the  director  or  officer  shall  have been
adjudged to be liable  unless,  and only to the extent that,  the court in which
such proceeding was brought, or any other court of competent jurisdiction, shall
determine upon  application  that,  despite the adjudication of liability but in
view of all  circumstances  of the case,  such  person is fairly and  reasonably
entitled to  indemnity  for such  expenses  which such court shall deem  proper.
Article X of the Registrant's  Restated Articles of Incorporation and Article VI
of the  Registrant's  Bylaws require that, if in the judgment of the majority of
the  Board of  Directors  (excluding  from  such  majority  any  director  under
consideration for indemnification) the criteria set forth under Section 607.0850


                                       1
<PAGE>

have been met, then the  Registrant  shall  indemnify its directors and officers
for certain liabilities incurred in the performance of their duties on behalf of
the  Registrant to the maximum  extent  allowed by Section  607.0850 of the FBCA
(formerly Section 607.014 of the Florida General Corporation Act).

     The  Securities  Purchase  Agreement  dated  December  17, 1985 between the
Registrant  and  certain  shareholders  of  the  Registrant  provides  that  any
investors  exercising  registration  rights  pursuant  to  such  agreement  must
indemnify the officers and directors signing the registration  statement against
any  liability  arising  from  statements  or  omissions  made in reliance  upon
information  furnished  by  such  investors  to the  Registrant  for use in such
registration statement.

     The  Agreement and Plan of Merger dated March 5, 1997,  between  Registrant
and Ideas for Medicine,  Inc.  ("IFM") and certain  stockholders of IFM provides
that any investors  exercising  registration  rights  pursuant to such agreement
must  indemnify the officers and directors  signing the  registration  statement
against any liability arising from statements or omissions made in reliance upon
information  furnished  by  such  investors  to the  Registrant  for use in such
registration statement.

     The  Registrant  has  purchased  insurance  to insure (i) the  Registrant's
directors and officers  against  damages from actions and claims incurred in the
course of their duties,  and (ii) the Registrant  against  expenses  incurred in
defending  lawsuits  arising from  certain  alleged  acts of its  directors  and
officers.

     Pursuant  to the  Underwriting  Agreements  entered  into by the Company in
connection with its initial and follow-on  public offerings of Common Stock, the
Underwriters  thereunder  have agreed to indemnify the directors and officers of
the Company and certain other persons against certain civil liabilities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

Exhibit        No. Exhibit
-------        -----------

3.1            Restated Certificate of Incorporation of the Company, as amended.
               (Incorporated  by  reference  to Exhibit 3.1 to the  Registrant's
               Registration Statement on Form S-1 (No. 33-56388).

3.2            Amendment  to Articles  of  Incorporation  of the  Company  dated
               November 29, 1975.  (Incorporated  by reference to Exhibit 3.2 to
               the  Registrant's  Annual Report on Form 10-K for the fiscal year
               ended December 31, 1995).

3.3            Amendment to the Company's  Articles of Incorporation to increase
               the number of  authorized  shares of common stock from 20 million
               to 50  million  shares  and to delete  the  requirement  that all
               preferred  shares  have  one  vote per  share.  (Incorporated  by
               reference to Exhibit 3.3 to the Registrant's  Quarterly Report on
               Form 10-Q for the quarter ended June 30, 1996).

3.4            ByLaws of the Company, as amended.  (Incorporated by reference to
               Exhibit 3.2 to the  Registrant's  Annual  Report on Form 10-K for
               the fiscal year ended December 31, 1993).

4.1            Form of Certificate for the Company's Common Stock  (Incorporated
               by reference to Exhibit 4.2 to the Registrant's  Annual Report on
               Form 10-K for the year ended December 31, 1997).

4.2            Rights Agreement,  dated as of November 27, 1995 among Registrant
               Rights  Agent.  (Incorporated  by reference to Exhibit (1) to the
               Registrant's Current Report on Form 8-K dated November 27, 1995).

5*             Opinion of Arnall Golden & Gregory, LLP regarding legality.

23.1*          Consent of Arnall  Golden &  Gregory,  LLP  (included  as part of
               Exhibit 5 hereto).



                                       2
<PAGE>

23.2*          Consent of Arthur Andersen LLP.

23.3*          Consent of Ernst & Young LLP.

99*            Form of Directors Stock Option Agreement and Grant.

-----------------------
* Filed herewith.

ITEM 9. UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement;

               (iii)To include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such  information in the
                    registration statement;

                    Provided,  however,  that paragraph (a)(1)(i) and (a)(1)(ii)
                    shall not apply if the  information  required to be included
                    in  a  post-effective   amendment  by  those  paragraphs  is
                    contained  in  periodic  reports  filed  by  the  Registrant
                    pursuant  to Section 13 or Section  15(d) of the  Securities
                    Exchange Act of 1934 that are  incorporated  by reference in
                    the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Registrant pursuant to the provisions described in Item 6, or otherwise, the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful  defense of any action,  suit or  proceedings)  is asserted by
such director,  officer or controlling  person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.




                                       3
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Kennesaw, State of Georgia on September 28, 2000.

                                  CRYOLIFE, INC.


                                  By: /s/ Steven  G. Anderson
                                  ------------------------------------
                                  Steven G. Anderson
                                  President,  Chief  Executive  Officer  and
                                  Chairman  of the Board of Directors

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  Steven G.  Anderson,  Ronald D. McCall and D.
Ashley Lee and each of them, his true and lawful  attorneys-in-fact  and agents,
with full power of  substitution  and  resubstitution,  for him and in his name,
place,  and stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises,  as he might or could do in person, hereby ratifying and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:
------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                 <C>                                         <C>
     Name                                     Title                                 Date
     ----                                     -----                                 ----

/s/ Steven  G. Anderson
-------------------------------
Steven G. Anderson                  President, Chief Executive Officer and      September 28, 2000
                                    Chairman of the Board of Directors
                                    (Principal Executive Officer)

/s/ D. Ashley Lee
-------------------------------     Vice President of Finance and Chief         September 28, 2000
D. Ashley Lee                       Financial Officer (Principal Financial
                                    and Accounting Officer)


/s/ Ronald D. McCall
-------------------------------     Secretary, Treasurer and Director           September 28, 2000
Ronald D. McCall

/s/ Virginia C. Lacy
-------------------------------     Director                                    September 28, 2000
Virginia C. Lacy

/s/ Ronald Charles Elkins, M.D.
-------------------------------     Director                                    September 28, 2000
Ronald Charles Elkins, M.D.

/s/ John M. Cook
-------------------------------     Director                                    September 28, 2000
John M. Cook

/s/ Alexander C. Schwartz
-------------------------------     Director                                    September 28, 2000
Alexander C. Schwartz

/s/ Bruce J. Van Dyne, M.D.
-------------------------------     Director                                    September 28, 2000
Bruce J. Van Dyne, M.D.

</TABLE>


                                       4
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{"company-data": {"conformed-name": "CRYOLIFE INC", "cik": "0000784199", "assigned-sic": "8090", "irs-number": "592417093", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47310", "film-number": "734883"}, "business-address": {"street1": "1655 ROBERTS BOULEVARD N W", "street2": "STE 142", "city": "KENNESAW", "state": "GA", "zip": "30144", "phone": "7704193355"}, "mail-address": {"street1": "1655 ROBERTS BOULEVARD N W", "street2": "STE 142", "city": "KENNESAW", "state": "GA", "zip": "30144"}}
Registration Statement No. 333-_____
 ------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 CRYOLIFE, INC.
             (Exact name of registrant as specified in its charter)

           FLORIDA                                              59-2417093
         -----------                                            ----------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

               1655 ROBERTS BOULEVARD, NW, KENNESAW, GEORGIA 30144

   (Address, including zip code, of registrant's principal executive offices)

                     CRYOLIFE, INC. DIRECTORS STOCK OPTIONS
                              (Full Title of Plan)

             STEVEN G. ANDERSON, PRESIDENT, CHIEF EXECUTIVE OFFICER
                     AND CHAIRMAN OF THE BOARD OF DIRECTORS
                                 CRYOLIFE, INC.
                           1655 ROBERTS BOULEVARD, NW
                             KENNESAW, GEORGIA 30144
                                 (770) 419-3355
 (Name and address, including zip code, and telephone number, including
                        area code, of agent for service)

                                    COPY TO:

                            B. JOSEPH ALLEY, JR. ESQ.
                          ARNALL GOLDEN & GREGORY, LLP
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                           ATLANTA, GEORGIA 30309-3450

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------
                                                                 Proposed
                                              Proposed           maximum         Amount of
Title of securities      Amount to be     maximum offering      aggregate       registration
 to be registered         registered       price per share    offering price        fee*
--------------------------------------------------------------------------------------------
   Common Stock,        97,500 Shares          $17.25           $1,496,625        $395.11
  $.01 par value
--------------------------------------------------------------------------------------------
*    Calculated  pursuant to Rule 457(h) as follows:  (a) with respect to 60,000
     shares, based upon the  exercise  price of $17.25  and (b) with  respect to
     37,500 shares, based upon the exercise price of $12.31 per share.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following  documents are  incorporated by reference in the Registration
Statement:

     (a) The  Registrant's  Annual Report on Form 10-K filed with respect to the
Registrant's fiscal year ended December 31, 1999.

     (b) The Registrant's  Quarterly  Reports on Form 10-Q filed with respect to
the Registrant's fiscal quarters ended March 31, 2000 and June 30, 2000.

     (c) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  registration  statement  filed under Section 12 of the  Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.

     (d) All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  to this  registration  statement  which
indicates that all of the shares of Common Stock offered have been sold or which
deregisters  all of such shares  then  remaining  unsold,  shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  registration  statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant is a Florida corporation. The following summary is qualified
in its  entirety by  reference  to the  complete  text of the  Florida  Business
Corporation   Act  (the  "FBCA"),   the   Registrant's   Restated   Articles  of
Incorporation, and the Registrant's Bylaws.

     Under Section  607.0850(1) of the FBCA, a corporation  may indemnify any of
its  directors  and  officers  against  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding (including any
appeal thereof) (i) if such person acted in good faith and in a manner he or she
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation,  and (ii) with respect to any criminal action or proceeding,  he or
she had no  reasonable  cause to believe  his or her conduct  was  unlawful.  In
actions  brought  by or in  the  right  of  the  corporation,  however,  Section
607.0850(2)  provides  that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which the  director  or  officer  shall  have been
adjudged to be liable  unless,  and only to the extent that,  the court in which
such proceeding was brought, or any other court of competent jurisdiction, shall
determine upon  application  that,  despite the adjudication of liability but in
view of all  circumstances  of the case,  such  person is fairly and  reasonably
entitled to  indemnity  for such  expenses  which such court shall deem  proper.
Article X of the Registrant's  Restated Articles of Incorporation and Article VI
of the  Registrant's  Bylaws require that, if in the judgment of the majority of
the  Board of  Directors  (excluding  from  such  majority  any  director  under
consideration for indemnification) the criteria set forth under Section 607.0850

                                       1
have been met, then the  Registrant  shall  indemnify its directors and officers
for certain liabilities incurred in the performance of their duties on behalf of
the  Registrant to the maximum  extent  allowed by Section  607.0850 of the FBCA
(formerly Section 607.014 of the Florida General Corporation Act).

     The  Securities  Purchase  Agreement  dated  December  17, 1985 between the
Registrant  and  certain  shareholders  of  the  Registrant  provides  that  any
investors  exercising  registration  rights  pursuant  to  such  agreement  must
indemnify the officers and directors signing the registration  statement against
any  liability  arising  from  statements  or  omissions  made in reliance  upon
information  furnished  by  such  investors  to the  Registrant  for use in such
registration statement.

     The  Agreement and Plan of Merger dated March 5, 1997,  between  Registrant
and Ideas for Medicine,  Inc.  ("IFM") and certain  stockholders of IFM provides
that any investors  exercising  registration  rights  pursuant to such agreement
must  indemnify the officers and directors  signing the  registration  statement
against any liability arising from statements or omissions made in reliance upon
information  furnished  by  such  investors  to the  Registrant  for use in such
registration statement.

     The  Registrant  has  purchased  insurance  to insure (i) the  Registrant's
directors and officers  against  damages from actions and claims incurred in the
course of their duties,  and (ii) the Registrant  against  expenses  incurred in
defending  lawsuits  arising from  certain  alleged  acts of its  directors  and
officers.

     Pursuant  to the  Underwriting  Agreements  entered  into by the Company in
connection with its initial and follow-on  public offerings of Common Stock, the
Underwriters  thereunder  have agreed to indemnify the directors and officers of
the Company and certain other persons against certain civil liabilities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

Exhibit        No. Exhibit
-------        -----------

3.1            Restated Certificate of Incorporation of the Company, as amended.
               (Incorporated  by  reference  to Exhibit 3.1 to the  Registrant's
               Registration Statement on Form S-1 (No. 33-56388).

3.2            Amendment  to Articles  of  Incorporation  of the  Company  dated
               November 29, 1975.  (Incorporated  by reference to Exhibit 3.2 to
               the  Registrant's  Annual Report on Form 10-K for the fiscal year
               ended December 31, 1995).

3.3            Amendment to the Company's  Articles of Incorporation to increase
               the number of  authorized  shares of common stock from 20 million
               to 50  million  shares  and to delete  the  requirement  that all
               preferred  shares  have  one  vote per  share.  (Incorporated  by
               reference to Exhibit 3.3 to the Registrant's  Quarterly Report on
               Form 10-Q for the quarter ended June 30, 1996).

3.4            ByLaws of the Company, as amended.  (Incorporated by reference to
               Exhibit 3.2 to the  Registrant's  Annual  Report on Form 10-K for
               the fiscal year ended December 31, 1993).

4.1            Form of Certificate for the Company's Common Stock  (Incorporated
               by reference to Exhibit 4.2 to the Registrant's  Annual Report on
               Form 10-K for the year ended December 31, 1997).

4.2            Rights Agreement,  dated as of November 27, 1995 among Registrant
               Rights  Agent.  (Incorporated  by reference to Exhibit (1) to the
               Registrant's Current Report on Form 8-K dated November 27, 1995).

5*             Opinion of Arnall Golden & Gregory, LLP regarding legality.

23.1*          Consent of Arnall  Golden &  Gregory,  LLP  (included  as part of
               Exhibit 5 hereto).

                                       2
23.2*          Consent of Arthur Andersen LLP.

23.3*          Consent of Ernst & Young LLP.

99*            Form of Directors Stock Option Agreement and Grant.

-----------------------
* Filed herewith.

ITEM 9. UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement;

               (iii)To include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such  information in the
                    registration statement;

                    Provided,  however,  that paragraph (a)(1)(i) and (a)(1)(ii)
                    shall not apply if the  information  required to be included
                    in  a  post-effective   amendment  by  those  paragraphs  is
                    contained  in  periodic  reports  filed  by  the  Registrant
                    pursuant  to Section 13 or Section  15(d) of the  Securities
                    Exchange Act of 1934 that are  incorporated  by reference in
                    the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Registrant pursuant to the provisions described in Item 6, or otherwise, the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful  defense of any action,  suit or  proceedings)  is asserted by
such director,  officer or controlling  person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       3
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Kennesaw, State of Georgia on September 28, 2000.

                                  CRYOLIFE, INC.

                                  By: /s/ Steven  G. Anderson
                                  ------------------------------------
                                  Steven G. Anderson
                                  President,  Chief  Executive  Officer  and
                                  Chairman  of the Board of Directors

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  Steven G.  Anderson,  Ronald D. McCall and D.
Ashley Lee and each of them, his true and lawful  attorneys-in-fact  and agents,
with full power of  substitution  and  resubstitution,  for him and in his name,
place,  and stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises,  as he might or could do in person, hereby ratifying and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:
------------------------------------------------------------------
Name                                     Title                                 Date
     ----                                     -----                                 ----

/s/ Steven  G. Anderson
-------------------------------
Steven G. Anderson                  President, Chief Executive Officer and      September 28, 2000
                                    Chairman of the Board of Directors
                                    (Principal Executive Officer)

/s/ D. Ashley Lee
-------------------------------     Vice President of Finance and Chief         September 28, 2000
D. Ashley Lee                       Financial Officer (Principal Financial
                                    and Accounting Officer)

/s/ Ronald D. McCall
-------------------------------     Secretary, Treasurer and Director           September 28, 2000
Ronald D. McCall

/s/ Virginia C. Lacy
-------------------------------     Director                                    September 28, 2000
Virginia C. Lacy

/s/ Ronald Charles Elkins, M.D.
-------------------------------     Director                                    September 28, 2000
Ronald Charles Elkins, M.D.

/s/ John M. Cook
-------------------------------     Director                                    September 28, 2000
John M. Cook

/s/ Alexander C. Schwartz
-------------------------------     Director                                    September 28, 2000
Alexander C. Schwartz

/s/ Bruce J. Van Dyne, M.D.
-------------------------------     Director                                    September 28, 2000
Bruce J. Van Dyne, M.D.
4