As filed with the U.S. Securities and Exchange Commission on April 18, 2003
                                       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. 2002 STOCK INCENTIVE PLAN
                     CRYOLIFE, INC. DIRECTORS STOCK OPTIONS
                 CRYOLIFE, INC. EXECUTIVE OFFICERS 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

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>                             <C>                   <C>                          <C>
------------------------------- --------------------- ---------------------------- ------------------------------ ------------------
                                                               Proposed                  Proposed maximum              Amount of
     Title of securities            Amount to be           maximum offering                  aggregate               registration
       to be registered            Registered(1)            price per share               offering price                fee(2)
------------------------------- --------------------- ---------------------------- ------------------------------ ------------------

        Common Stock,              60,000 Shares                $31.99                     $1,919,400.00                $155.28
        $.01 par value
------------------------------- --------------------- ---------------------------- ------------------------------ ------------------

        Common Stock,              57,959 Shares                $29.25                     $1,695,300.75                $137.15
        $.01 par value
------------------------------- --------------------- ---------------------------- ------------------------------ ------------------

        Common Stock,              974,000 Shares               $6.335                     $6,170,290.00                $499.18
        $.01 par value
------------------------------- --------------------- ---------------------------- ------------------------------ ------------------

            Total                 1,091,959 Shares                                         $9,784,990.75                $791.61
------------------------------- --------------------- ---------------------------- ------------------------------ ------------------
</TABLE>

<PAGE>

(1)  Includes 974,000 shares reserved for issuance under the CryoLife, Inc. 2002
     Stock Incentive Plan,  60,000 shares for grants pursuant to CryoLife,  Inc.
     Directors  Stock Options and 57,959 shares for grants pursuant to CryoLife,
     Inc. Executive Officers Stock Options.
(2)  Calculated  pursuant to Rules 457(c) and 457(h) under the Securities Act of
     1933, as amended, as follows: (a) with respect to 60,000 shares, based upon
     the  exercise  price on the date of grant of  $31.99,  (b) with  respect to
     57,959 shares, based upon the exercise price on the date of grant of $29.25
     and (c) with respect to 974,000 shares,  based upon the average of the high
     and low price of the Registrant's  Common Stock on April 16, 2003 as listed
     on the New York Stock Exchange.

               INFORMATION REGARDING CERTAIN FINANCIAL STATEMENTS
                       INCORPORATED BY REFERENCE INTO THIS
                             REGISTRATION STATEMENT

     On April 5, 2002, our Audit  Committee  recommended  and the Board approved
the  dismissal of Arthur  Andersen LLP as our  independent  auditors,  effective
April 9, 2002.  Arthur Andersen has been found guilty of federal  obstruction of
justice arising from the government's  investigation of Enron Corp. It is likely
that events  arising out of this  verdict  may  adversely  affect the ability of
Arthur Andersen to satisfy any claims against it including claims that may arise
out of Arthur  Andersen's  audit of our financial  statements as of December 31,
2001 and 2000 and for the years then ended,  which are incorporated by reference
into this registration statement.

     Section 11(a) of the  Securities  Act of 1933, as amended (the  "Securities
Act"),  provides  that if any part of a  registration  statement  at the time it
becomes effective contains an untrue statement of a material fact or an omission
to state a material fact required to be stated  therein or necessary to make the
statements  therein not misleading,  any person acquiring a security pursuant to
the  registration  statement  (unless  it is  proved  that  at the  time  of the
acquisition  the person knew of the untruth or omission) may sue,  among others,
every  accountant who has consented to be named as having  prepared or certified
any part of the  registration  statement or as having  prepared or certified any
report or valuation which is used in connection with the registration statement,
with respect to the statement in the registration statement, report or valuation
that purports to have been prepared or certified by the accountant.

     Prior to the  date of this  registration  statement,  the  Arthur  Andersen
partners who reviewed our audited financial statements,  as of December 31, 2001
and 2000 and for each of the three years in the period  ended  December 31, 2001
resigned from Arthur Andersen.  As a result,  after reasonable  efforts, we have
been unable to obtain Arthur Andersen's  written consent to the incorporation by
reference into this registration  statement of its audit reports with respect to
our financial statements.

     Under these circumstances, Rule 437(a) under the Securities Act permits the
filing of this registration statement without including herein a written consent
from Arthur  Andersen.  Accordingly,  Arthur  Andersen  will not be liable under
Section 11(a) of the  Securities Act for  statements  made in this  registration
statement  because  it has not  consented  to being  named as an  expert  in the
registration statement. As a result, you will not be able to sue Arthur Andersen
pursuant to Section 11(a)(4) of the Securities Act and therefore,  your right of
recovery under that section may be limited as a result of the lack of consent.


<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, 2002.

     (b) The Current Report on Form 8-K filed on April 3, 2003.

     (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

                                      II-1
<PAGE>

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  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.


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  Annual
          Report on Form 10-K for the year ended December 31, 2000).

3.2       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).

3.3       Articles of Amendment to the Articles of Incorporation of the Company.
          (Incorporated by reference to Exhibit 3.3 to the  Registrant's  Annual
          Report on Form 10-K for the year ended December 31, 2000).

4.1       Form of Certificate for the Company's  Common Stock  (Incorporated  by
          reference to Exhibit 4.1 to the Registrant's Registrant's Registration
          Statement on Form S-1 (Commission File No. 33-56388).

4.2       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).

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 Deloitte & Touche LLP

99.1*     CryoLife, Inc. 2002 Stock Incentive Plan

99.2*     Form of Directors Stock Option Agreement and Grant

99.3*     Form of Executive Officers Stock Option Agreement and Grant

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



                                      II-2
<PAGE>


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.


                                      II-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 April 18, 2003.

                                         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 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.

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

Name                                                    Title                        Date
----                                                    -----                        ----

/s/ Steven G. Anderson                    President, Chief Executive Officer    April 18, 2003
-------------------------------------     and Chairman of the Board of
Steven G. Anderson                        Directors (Principal Executive
                                          Officer)

/s/ D. Ashley Lee                         Vice President of Finance,
-------------------------------------     Treasurer and Chief Financial         April 18, 2003
D. Ashley Lee                             Officer (Principal Financial and
                                          Accounting Officer)

/s/ John M. Cook                          Director                              April 18, 2003
-------------------------------------
John M. Cook

/s/ Ronald Charles Elkins, M.D.           Director                              April 18, 2003
-------------------------------------
Ronald Charles Elkins, M.D.

/s/ Virginia C. Lacy                      Director                              April 18, 2003
-------------------------------------
Virginia C. Lacy

/s/ Ronald D. McCall                      Director                              April 18, 2003
-------------------------------------
Ronald D. McCall

/s/ Bruce J. Van Dyne, M.D.               Director                              April 18, 2003
-------------------------------------
Bruce J. Van Dyne, M.D.

</TABLE>


                                      II-4
[{"type": "S-8", "sequence": "1", "filename": "cryolifes8403.txt", "description": "FORM S-8", "secsgml_size_bytes": 22406}]
{"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": "333-104637", "film-number": "03655865"}, "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"}}
As filed with the U.S. Securities and Exchange Commission on April 18, 2003
                                       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. 2002 STOCK INCENTIVE PLAN
                     CRYOLIFE, INC. DIRECTORS STOCK OPTIONS
                 CRYOLIFE, INC. EXECUTIVE OFFICERS 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(1)            price per share               offering price                fee(2)
------------------------------- --------------------- ---------------------------- ------------------------------ ------------------

        Common Stock,              60,000 Shares                $31.99                     $1,919,400.00                $155.28
        $.01 par value
------------------------------- --------------------- ---------------------------- ------------------------------ ------------------

        Common Stock,              57,959 Shares                $29.25                     $1,695,300.75                $137.15
        $.01 par value
------------------------------- --------------------- ---------------------------- ------------------------------ ------------------

        Common Stock,              974,000 Shares               $6.335                     $6,170,290.00                $499.18
        $.01 par value
------------------------------- --------------------- ---------------------------- ------------------------------ ------------------

            Total                 1,091,959 Shares                                         $9,784,990.75                $791.61
------------------------------- --------------------- ---------------------------- ------------------------------ ------------------
(1)  Includes 974,000 shares reserved for issuance under the CryoLife, Inc. 2002
     Stock Incentive Plan,  60,000 shares for grants pursuant to CryoLife,  Inc.
     Directors  Stock Options and 57,959 shares for grants pursuant to CryoLife,
     Inc. Executive Officers Stock Options.
(2)  Calculated  pursuant to Rules 457(c) and 457(h) under the Securities Act of
     1933, as amended, as follows: (a) with respect to 60,000 shares, based upon
     the  exercise  price on the date of grant of  $31.99,  (b) with  respect to
     57,959 shares, based upon the exercise price on the date of grant of $29.25
     and (c) with respect to 974,000 shares,  based upon the average of the high
     and low price of the Registrant's  Common Stock on April 16, 2003 as listed
     on the New York Stock Exchange.

               INFORMATION REGARDING CERTAIN FINANCIAL STATEMENTS
                       INCORPORATED BY REFERENCE INTO THIS
                             REGISTRATION STATEMENT

     On April 5, 2002, our Audit  Committee  recommended  and the Board approved
the  dismissal of Arthur  Andersen LLP as our  independent  auditors,  effective
April 9, 2002.  Arthur Andersen has been found guilty of federal  obstruction of
justice arising from the government's  investigation of Enron Corp. It is likely
that events  arising out of this  verdict  may  adversely  affect the ability of
Arthur Andersen to satisfy any claims against it including claims that may arise
out of Arthur  Andersen's  audit of our financial  statements as of December 31,
2001 and 2000 and for the years then ended,  which are incorporated by reference
into this registration statement.

     Section 11(a) of the  Securities  Act of 1933, as amended (the  "Securities
Act"),  provides  that if any part of a  registration  statement  at the time it
becomes effective contains an untrue statement of a material fact or an omission
to state a material fact required to be stated  therein or necessary to make the
statements  therein not misleading,  any person acquiring a security pursuant to
the  registration  statement  (unless  it is  proved  that  at the  time  of the
acquisition  the person knew of the untruth or omission) may sue,  among others,
every  accountant who has consented to be named as having  prepared or certified
any part of the  registration  statement or as having  prepared or certified any
report or valuation which is used in connection with the registration statement,
with respect to the statement in the registration statement, report or valuation
that purports to have been prepared or certified by the accountant.

     Prior to the  date of this  registration  statement,  the  Arthur  Andersen
partners who reviewed our audited financial statements,  as of December 31, 2001
and 2000 and for each of the three years in the period  ended  December 31, 2001
resigned from Arthur Andersen.  As a result,  after reasonable  efforts, we have
been unable to obtain Arthur Andersen's  written consent to the incorporation by
reference into this registration  statement of its audit reports with respect to
our financial statements.

     Under these circumstances, Rule 437(a) under the Securities Act permits the
filing of this registration statement without including herein a written consent
from Arthur  Andersen.  Accordingly,  Arthur  Andersen  will not be liable under
Section 11(a) of the  Securities Act for  statements  made in this  registration
statement  because  it has not  consented  to being  named as an  expert  in the
registration statement. As a result, you will not be able to sue Arthur Andersen
pursuant to Section 11(a)(4) of the Securities Act and therefore,  your right of
recovery under that section may be limited as a result of the lack of consent.
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, 2002.

     (b) The Current Report on Form 8-K filed on April 3, 2003.

     (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

                                      II-1
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  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.

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  Annual
          Report on Form 10-K for the year ended December 31, 2000).

3.2       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).

3.3       Articles of Amendment to the Articles of Incorporation of the Company.
          (Incorporated by reference to Exhibit 3.3 to the  Registrant's  Annual
          Report on Form 10-K for the year ended December 31, 2000).

4.1       Form of Certificate for the Company's  Common Stock  (Incorporated  by
          reference to Exhibit 4.1 to the Registrant's Registrant's Registration
          Statement on Form S-1 (Commission File No. 33-56388).

4.2       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).

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 Deloitte & Touche LLP

99.1*     CryoLife, Inc. 2002 Stock Incentive Plan

99.2*     Form of Directors Stock Option Agreement and Grant

99.3*     Form of Executive Officers Stock Option Agreement and Grant

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

                                      II-2
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.

                                      II-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 April 18, 2003.

                                         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 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                    President, Chief Executive Officer    April 18, 2003
-------------------------------------     and Chairman of the Board of
Steven G. Anderson                        Directors (Principal Executive
                                          Officer)

/s/ D. Ashley Lee                         Vice President of Finance,
-------------------------------------     Treasurer and Chief Financial         April 18, 2003
D. Ashley Lee                             Officer (Principal Financial and
                                          Accounting Officer)

/s/ John M. Cook                          Director                              April 18, 2003
-------------------------------------
John M. Cook

/s/ Ronald Charles Elkins, M.D.           Director                              April 18, 2003
-------------------------------------
Ronald Charles Elkins, M.D.

/s/ Virginia C. Lacy                      Director                              April 18, 2003
-------------------------------------
Virginia C. Lacy

/s/ Ronald D. McCall                      Director                              April 18, 2003
-------------------------------------
Ronald D. McCall

/s/ Bruce J. Van Dyne, M.D.               Director                              April 18, 2003
-------------------------------------
Bruce J. Van Dyne, M.D.
II-4