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. Directors Options
                            (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:
                          T. Clark Fitzgerald III, 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>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                                               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*
----------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                        <C>                     <C>                      <C>    
   Common Stock,           93,000 Shares              $15.282                 $1,421,250               $431.00
  $1.00 par value
----------------------------------------------------------------------------------------------------------------------------
<FN>

*    Calculated  pursuant to Rule 475(h) as follows:  (a) with respect to 21,000
     shares  based  upon the  exercise  price of  $10.25  per share and (b) with
     respect to 72,000 shares based upon the exercise price of $16.75 per share.
</FN>
</TABLE>

441778.1

<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 filed with respect to
the Registrant's fiscal year ended December 31, 1996.

         (b) The Registrant's  Quarterly Reports on Form 10-Q filed with respect
to the Registrant's fiscal quarters ended March 31, 1997 and June 30, 1997.

         (c)  The  Registrant's  Current  Report  on Form  8-K  filed  with  the
Securities and Exchange Commission on February 28, 1997.

         (d)  The  Registrant's  Current  Report  on Form  8-K  filed  with  the
Securities and Exchange Commission on March 19, 1997, as amended by Registrant's
Amendment to Current Report on Form 8-K/A filed with the Securities and Exchange
Commission on May 15, 1997.

         (e) 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.

         (f) 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

441778.1
                                        2

<PAGE>



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 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.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
<TABLE>
<CAPTION>

Exhibit No.                Exhibit

<C>                        <C>                                                                                  
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, 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.)

441778.1
                                        3

<PAGE>




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, 1995.)

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

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-Employees Directors Stock Option Plan

99.2*                      Form of Director Option Agreement

*    Filed herewith.
</TABLE>

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.


441778.1
                                        4

<PAGE>



         (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.



441778.1
                                        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 June 16, 1997.

                                 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>
<CAPTION>

                      Name                                             Title                               Date


<S>                                                 <C>                                            <C> 
/s/  Steven G. Anderson                             President, Chief Executive Officer and         June 16, 1997
------------------------------------------------
     Steven G. Anderson                             Chairman of the Board of Directors
                                                    (Principal Executive Officer)

/s/ Edwin B. Cordell, Jr.                           Vice President and Chief Financial             June 16, 1997
-------------------------------------------------
    Edwin B. Cordell, Jr.                           Officer (Principal Financial and
                                                    Accounting Officer)

/s/ Ronald D. McCall                                Director                                       June 12, 1997
------------------------------------------------
    Ronald D. McCall

/s/ Benjamin H. Gray                                Director                                       June 17, 1997
------------------------------------------------
    Benjamin H. Gray

/s/ Ronald Charles Elkins, M.D.                     Director                                       June 19, 1997
-------------------------------------------
    Ronald Charles Elkins, M.D.

</TABLE>


441778.1
                                        6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION ON FORM S-8", "secsgml_size_bytes": 20345}]
{"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": "333-34025", "film-number": "97667139"}, "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. Directors Options
                            (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:
                          T. Clark Fitzgerald III, 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,           93,000 Shares              $15.282                 $1,421,250               $431.00
  $1.00 par value
----------------------------------------------------------------------------------------------------------------------------
*    Calculated  pursuant to Rule 475(h) as follows:  (a) with respect to 21,000
     shares  based  upon the  exercise  price of  $10.25  per share and (b) with
     respect to 72,000 shares based upon the exercise price of $16.75 per share.
441778.1
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 filed with respect to
the Registrant's fiscal year ended December 31, 1996.

         (b) The Registrant's  Quarterly Reports on Form 10-Q filed with respect
to the Registrant's fiscal quarters ended March 31, 1997 and June 30, 1997.

         (c)  The  Registrant's  Current  Report  on Form  8-K  filed  with  the
Securities and Exchange Commission on February 28, 1997.

         (d)  The  Registrant's  Current  Report  on Form  8-K  filed  with  the
Securities and Exchange Commission on March 19, 1997, as amended by Registrant's
Amendment to Current Report on Form 8-K/A filed with the Securities and Exchange
Commission on May 15, 1997.

         (e) 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.

         (f) 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

441778.1
                                        2
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 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.

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, 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.)

441778.1
                                        3
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, 1995.)

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

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-Employees Directors Stock Option Plan

99.2*                      Form of Director Option Agreement

*    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.

441778.1
                                        4
(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.

441778.1
                                        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 June 16, 1997.

                                 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         June 16, 1997
------------------------------------------------
     Steven G. Anderson                             Chairman of the Board of Directors
                                                    (Principal Executive Officer)

/s/ Edwin B. Cordell, Jr.                           Vice President and Chief Financial             June 16, 1997
-------------------------------------------------
    Edwin B. Cordell, Jr.                           Officer (Principal Financial and
                                                    Accounting Officer)

/s/ Ronald D. McCall                                Director                                       June 12, 1997
------------------------------------------------
    Ronald D. McCall

/s/ Benjamin H. Gray                                Director                                       June 17, 1997
------------------------------------------------
    Benjamin H. Gray

/s/ Ronald Charles Elkins, M.D.                     Director                                       June 19, 1997
-------------------------------------------
    Ronald Charles Elkins, M.D.
441778.1
                                        6