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 Stock 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:
                           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>
<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,      46,000 Shares         $13.057            $600,625         $167.00
     $.01 par value
----------------------------------------------------------------------------------------------
</TABLE>
*    Calculated  pursuant to Rule 457(h) as follows:  (a) with respect to 12,000
     shares  based upon the  exercise  price of $15.875 and (b) with  respect to
     34,000 shares based upon the exercise price of $12.0625 per share.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

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

         (a) The  Registrant's  Annual Report on Form 10-K filed with respect to
the Registrant's fiscal year ended December 31, 1998.

         (b) 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.

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deemed to be modified or superseded for purposes of this registration  statement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superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to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

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

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

                                       2
<PAGE>


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

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

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

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.             Exhibit

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

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

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).

99.2*  Form of Directors Stock Option Agreement and Grant
-----------------------
 * Filed herewith.

                                       3

<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.
                                       4
<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 March 4, 1999.

                          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     March 4, 1999
---------------------------------------------
Steven G. Anderson                             and Chairman of the Board of
                                               Directors (Principal Executive
                                               Officer)

         /s/ Edwin B. Cordell, Jr.             Vice President and Chief Financial     March 4, 1999
---------------------------------------------
Edwin B. Cordell, Jr.                          Officer (Principal Financial and
                                               Accounting Officer)

         /s/ Ronald D. McCall                  Director                               March 4, 1999
---------------------------------------------
Ronald D. McCall

         /s/ Benjamin H. Gray                  Director                               March 4, 1999
---------------------------------------------
Benjamin H. Gray

         /s/ Virginia C. Lacy                  Director                               March 4, 1999
---------------------------------------------
Virginia C. Lacy

         /s/ Ronald Charles Elkins, M.D.       Director                               March 4, 1999
---------------------------------------------
Ronald Charles Elkins, M.D.

</TABLE>
                                       5
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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 Stock 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:
                           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,      46,000 Shares         $13.057            $600,625         $167.00
     $.01 par value
----------------------------------------------------------------------------------------------
*    Calculated  pursuant to Rule 457(h) as follows:  (a) with respect to 12,000
     shares  based upon the  exercise  price of $15.875 and (b) with  respect to
     34,000 shares based upon the exercise price of $12.0625 per share.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

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

         (a) The  Registrant's  Annual Report on Form 10-K filed with respect to
the Registrant's fiscal year ended December 31, 1998.

         (b) 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.

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

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

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

                                       2
The Securities  Purchase  Agreement dated December 17, 1985 between the
Registrant  and  certain  shareholders  of  the  Registrant  provides  that  any
investors  exercising  registration  rights  pursuant  to  such  agreement  must
indemnify the officers and directors signing the registration  statement against
any  liability  arising  from  statements  or  omissions  made in reliance  upon
information  furnished  by  such  investors  to the  Registrant  for use in such
registration statement.

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

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

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.             Exhibit

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

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

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).

99.2*  Form of Directors Stock Option Agreement and Grant
-----------------------
 * Filed herewith.

                                       3
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.
                                       4
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 March 4, 1999.

                          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     March 4, 1999
---------------------------------------------
Steven G. Anderson                             and Chairman of the Board of
                                               Directors (Principal Executive
                                               Officer)

         /s/ Edwin B. Cordell, Jr.             Vice President and Chief Financial     March 4, 1999
---------------------------------------------
Edwin B. Cordell, Jr.                          Officer (Principal Financial and
                                               Accounting Officer)

         /s/ Ronald D. McCall                  Director                               March 4, 1999
---------------------------------------------
Ronald D. McCall

         /s/ Benjamin H. Gray                  Director                               March 4, 1999
---------------------------------------------
Benjamin H. Gray

         /s/ Virginia C. Lacy                  Director                               March 4, 1999
---------------------------------------------
Virginia C. Lacy

         /s/ Ronald Charles Elkins, M.D.       Director                               March 4, 1999
---------------------------------------------
Ronald Charles Elkins, M.D.
5