REGISTRATION NO. 333-______

                                    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                (I.R.S. Employer
of incorporation or organization            Identification No.)

               1655 Roberts Boulevard, NW, Kennesaw, Georgia 30144
               (Address of Principal Executive Offices) (Zip Code)

  CryoLife, Inc. Amended and Restated Non-Employee Directors Stock Option Plan
                            (Full title of the plan)

                     Steven G. Anderson, President, CEO and
                       Chairman of the Board of Directors
                                 CryoLife, Inc.
                           1655 Roberts Boulevard, NW
                             Kennesaw Georgia 30144
                     (Name and address of agent for service)

                                 (770) 419-3355
          (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 30303-3450
                                 (404) 873-8500

                         Calculation of Registration Fee
<TABLE>
-----------------------------------------------------------------------------------------------
<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,       175,000 Shares         $14.75            $2,581,250         $762.00
  $1.00 par value
-----------------------------------------------------------------------------------------------
</TABLE>

*    The offering price for such shares is estimated pursuant to Rule 457(c) and
     (h) under the Securities Act of 1933, as amended, solely for the purpose of
     calculating the  registration fee and is based upon the average of the high
     and low prices of the Registrant's  Common Stock on July 22, 1998 as listed
     on the New York Stock Exchange.

550367.1

<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, as amended, filed with
respect to the Registrant's fiscal year ended December 31, 1997.

         (b) The  Registrant's  Quarterly Report on Form 10-Q filed with respect
to the Registrant's fiscal quarter ended March 31, 1998.

         (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

550367.1
                                        2

<PAGE>



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 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  registration  rights  agreement  dated August 22, 1991,  among the
Registrant,  Galen Partners,  L.P. ("Galen"),  and Galen Partners International,
L.P.  ("Galen  International")  provides  that if Galen  or Galen  International
exercises  its  registration  rights,  then  such  prospective  seller  and  any
underwriter  acting on its behalf shall have agreed to indemnify the  Registrant
and each  officer and  director  signing  such  registration  statement  for any
liability   arising  from  any  untrue   statement  or  omission  made  in  such
registration  statement  in reliance  upon written  information  provided to the
Registrant  for use in such  registration  statement.  The  registration  rights
agreement  further  specifies that the  indemnification  rights granted  therein
shall be inoperative if, in connection with an underwritten public offering,  an
underwriting    agreement   is   executed    containing    provisions   covering
indemnification among the partners thereto.

         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).

               Amendment  to Articles  of  Incorporation  of the  Company  dated
3.2            November 29, 1995.  (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

550367.1
                                        3

<PAGE>



               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, 1995).

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).

23.2*          Consent of Ernst & Young LLP.

23.3*          Consent of KPMG Peat Marwick LLP.

99.1           Amended and Restated  Non-Employee  Directors  Stock Option Plan.
               (Incorporated  by  reference  to  Appendix 2 to the  Registrant's
               Definitive   Proxy  filed  with  the   Securities   and  Exchange
               Commission on April 17, 1998).

*        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.

550367.1
                                        4

<PAGE>




          (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.

     (h) 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.



550367.1
                                        5

<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 July 20, 1998.

                               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
Edwin B. Cordell,  Jr. 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>
                 Name                                 Title                             Date

<S>                                <C>                                          <C>   
/s/ Steven G. Anderson             President, Chief Executive Officer and       July 20, 1998
--------------------------------
    Steven G. Anderson             Chairman of the Board of Directors
                                   (Principal Executive Officer)

/s/ Edwin B. Cordell, Jr.          Vice President and Chief Financial           July 20, 1998
--------------------------------
    Edwin B. Cordell, Jr.          Officer (Principal Financial and
                                   Accounting Officer)

/s/ Ronald D. McCall               Director                                     July 20, 1998
--------------------------------
    Ronald D. McCall

/s/                                Director                                     July 20, 1998
--------------------------------
    Benjamin H. Gray

/s/ Virginia C. Lacy               Director                                     July 20, 1998
--------------------------------
    Virginia C. Lacy

/s/ Ronald Charles Elkins, M.D.    Director                                     July 20, 1998
--------------------------------
    Ronald Charles Elkins, M.D.




                                        6

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DIRECTORS PLAN", "secsgml_size_bytes": 19889}]
{"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": "333-59853", "film-number": "98671221"}, "business-address": {"street1": "1655 ROBERTS BOULEVARD N W", "street2": "STE 142", "city": "KENNESAW", "state": "GA", "zip": "30144", "phone": "4049521660"}, "mail-address": {"street1": "1655 ROBERTS BOULEVARD N W", "street2": "STE 142", "city": "KENNESAW", "state": "GA", "zip": "30144"}}
REGISTRATION NO. 333-______

                                    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                (I.R.S. Employer
of incorporation or organization            Identification No.)

               1655 Roberts Boulevard, NW, Kennesaw, Georgia 30144
               (Address of Principal Executive Offices) (Zip Code)

  CryoLife, Inc. Amended and Restated Non-Employee Directors Stock Option Plan
                            (Full title of the plan)

                     Steven G. Anderson, President, CEO and
                       Chairman of the Board of Directors
                                 CryoLife, Inc.
                           1655 Roberts Boulevard, NW
                             Kennesaw Georgia 30144
                     (Name and address of agent for service)

                                 (770) 419-3355
          (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 30303-3450
                                 (404) 873-8500

                         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,       175,000 Shares         $14.75            $2,581,250         $762.00
  $1.00 par value
-----------------------------------------------------------------------------------------------
*    The offering price for such shares is estimated pursuant to Rule 457(c) and
     (h) under the Securities Act of 1933, as amended, solely for the purpose of
     calculating the  registration fee and is based upon the average of the high
     and low prices of the Registrant's  Common Stock on July 22, 1998 as listed
     on the New York Stock Exchange.

550367.1
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, as amended, filed with
respect to the Registrant's fiscal year ended December 31, 1997.

         (b) The  Registrant's  Quarterly Report on Form 10-Q filed with respect
to the Registrant's fiscal quarter ended March 31, 1998.

         (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

550367.1
                                        2
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 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  registration  rights  agreement  dated August 22, 1991,  among the
Registrant,  Galen Partners,  L.P. ("Galen"),  and Galen Partners International,
L.P.  ("Galen  International")  provides  that if Galen  or Galen  International
exercises  its  registration  rights,  then  such  prospective  seller  and  any
underwriter  acting on its behalf shall have agreed to indemnify the  Registrant
and each  officer and  director  signing  such  registration  statement  for any
liability   arising  from  any  untrue   statement  or  omission  made  in  such
registration  statement  in reliance  upon written  information  provided to the
Registrant  for use in such  registration  statement.  The  registration  rights
agreement  further  specifies that the  indemnification  rights granted  therein
shall be inoperative if, in connection with an underwritten public offering,  an
underwriting    agreement   is   executed    containing    provisions   covering
indemnification among the partners thereto.

         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).

               Amendment  to Articles  of  Incorporation  of the  Company  dated
3.2            November 29, 1995.  (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

550367.1
                                        3
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, 1995).

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).

23.2*          Consent of Ernst & Young LLP.

23.3*          Consent of KPMG Peat Marwick LLP.

99.1           Amended and Restated  Non-Employee  Directors  Stock Option Plan.
               (Incorporated  by  reference  to  Appendix 2 to the  Registrant's
               Definitive   Proxy  filed  with  the   Securities   and  Exchange
               Commission on April 17, 1998).

*        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.

550367.1
                                        4
(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.

     (h) 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.

550367.1
                                        5
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 July 20, 1998.

                               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
Edwin B. Cordell,  Jr. 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             President, Chief Executive Officer and       July 20, 1998
--------------------------------
    Steven G. Anderson             Chairman of the Board of Directors
                                   (Principal Executive Officer)

/s/ Edwin B. Cordell, Jr.          Vice President and Chief Financial           July 20, 1998
--------------------------------
    Edwin B. Cordell, Jr.          Officer (Principal Financial and
                                   Accounting Officer)

/s/ Ronald D. McCall               Director                                     July 20, 1998
--------------------------------
    Ronald D. McCall

/s/                                Director                                     July 20, 1998
--------------------------------
    Benjamin H. Gray

/s/ Virginia C. Lacy               Director                                     July 20, 1998
--------------------------------
    Virginia C. Lacy

/s/ Ronald Charles Elkins, M.D.    Director                                     July 20, 1998
--------------------------------
    Ronald Charles Elkins, M.D.

                                        6