Prospectus Supplement filed under Rule 424(b)(3)
                                                  Registration Number 333-112673



                                   PROSPECTUS


                                3,444,000 SHARES


                                 CRYOLIFE, INC.


                                  COMMON STOCK



     This  prospectus  relates to the potential offer and sale from time to time
of up to 3,444,000 shares of our common stock by the shareholders  identified on
pages  18-20  of  this  prospectus  or in any  accompanying  supplement  to this
prospectus.

     We will not receive any of the  proceeds  from the sale of shares of common
stock by the selling shareholders.


     Our common stock is traded on The New York Stock  Exchange under the symbol
"CRY." The last  reported  sale price of the  common  stock on May 17,  2004 was
$5.05 per share.




     THIS INVESTMENT INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 5.





     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                  The date of this prospectus is May 18, 2004.






                                TABLE OF CONTENTS

                                                                         PAGE

SUMMARY.....................................................................1

SELECTED CONSOLIDATED FINANCIAL DATA........................................4

RISK FACTORS................................................................5

FORWARD LOOKING STATEMENTS.................................................17

USE OF PROCEEDS............................................................18

SELLING SHAREHOLDERS.......................................................18

PLAN OF DISTRIBUTION.......................................................20

DESCRIPTION OF CAPITAL STOCK...............................................23

WHERE YOU CAN FIND MORE INFORMATION........................................27

LEGAL MATTERS..............................................................28

EXPERTS....................................................................28




                                       i


                                     SUMMARY

     This summary highlights information that we believe is especially important
concerning  our business and this offering of common stock.  It does not contain
all of the information  that may be important to your investment  decision.  You
should read the entire prospectus,  including the documents  incorporated herein
by reference,  "Risk  Factors" and our financial  statements  and related notes,
before deciding to invest in the common stock.

     CryoLife  preserves  and  distributes  human  tissues  for  cardiovascular,
vascular and orthopaedic transplant applications and develops and commercializes
medical  devices  which  may be  implanted  into the body  during  surgery.  The
implantable devices include BioGlue(R) Surgical Adhesive,  porcine heart valves,
and grafts of bovine blood vessels processed using our proprietary SynerGraft(R)
technology.

     CryoLife   distributes   preserved  human   cardiovascular,   vascular  and
orthopaedic  tissue to implanting  institutions  throughout  the United  States,
Canada and Europe.  We preserve human tissue using special freezing  techniques,
or  cryopreservation.  Management  believes the  cryopreserved  human tissues it
distributes   offer  specific   advantages  over  mechanical,   synthetic,   and
animal-derived  alternatives.  Depending on the  alternative,  these  advantages
include more natural blood flow properties for our  cryopreserved  heart valves,
the elimination of a long-term need for drug therapy to prevent  excessive blood
clotting, a reduced incidence of reoperation, and a reduced risk of catastrophic
failure, thromboembolism (stroke), or calcification.

     CryoLife's   proprietary   BioGlue   Surgical   Adhesive,    designed   for
cardiovascular,  vascular,  pulmonary,  and general surgical applications,  is a
polymer based on bovine blood clotting protein and an agent for linking together
proteins.  CryoLife can distribute BioGlue throughout the United States and more
than 40 other countries for designated applications. In the U.S., BioGlue is FDA
approved as an adjunct to sutures and staples for use in adult  patients in open
surgical repair of large vessels. In Europe,  CryoLife distributes BioGlue under
CE Mark product certification for vascular applications,  pulmonary indications,
such as the repair of air leaks in lungs,  and soft  tissue  repair  procedures.
CryoLife  has also  received  approval  and  distributes  BioGlue for  vascular,
pulmonary and soft tissue repairs in Canada. Additional marketing approvals have
been granted for specified  applications in Australia,  and in several countries
in South America and Asia.

     Through  its  continuing  research  and  development  activities,  CryoLife
endeavors to use its expertise in biochemistry,  cell biology,  immunology,  and
protein chemistry and its  understanding of the  cardiovascular,  vascular,  and
orthopaedic  surgery  medical   specialties,   to  acquire  and  develop  useful
implantable products and technologies. We seek to identify market areas that can
benefit from preserved living tissues and other related technologies, to develop
innovative   techniques  and  products  within  these  areas,  to  secure  their
commercial  protection,  to  establish  their  efficacy and then to market these
techniques  and  products.  In order to expand  CryoLife's  service  and product
offerings,  we  are  in the  process  of  developing  or  investigating  several
technologies and products.  The products in development have not been subject to
completed  clinical  trials,  and have  not  received  FDA or  other  regulatory
approval,  so we are not  certain  if we will  derive  any  revenues  from them.
CryoLife  generally  performs  significant  research and development work before
offering its services and products,  building on either existing non-proprietary
knowledge or acquired technology and know-how.  Our tissue preservation services
were  developed  based on work done some years before.  Our BioGlue  product was
developed  by us from a  substance  originally  developed  by a third  party and
acquired by us. In addition we continue to explore technologies that may further
enhance the safety of our tissue processing.

     In December  2003 we  announced  that  CryoLife  and  Clearant  are working
together  to  develop  and  validate  a process  to  incorporate  the use of the
Clearant  technology in the processing of some of our  orthopaedic  tissue.  Our
research  and  development  strategy is to allocate  available  resources  among
CryoLife's  core market areas based on the size of the potential  market for any
specific product candidate and the estimated  development time and cost required
to bring the product to market.

     CryoLife is using the technology  underlying its BioGlue surgical  adhesive
as the base for several  potential  products  in  development.  Other  potential
applications for BioGlue surgical adhesive in the U.S. include hernia repair and
sealing the membranes  surrounding  the brain and spinal cord.  BioGlue also has
the potential to be used as a  replacement  for the soft tissue in spinal discs.


                                       1


One of our  subsidiaries  is developing a new drug delivery  technology that has
potential  uses  in the  areas  of  cancer  therapy,  fibrinolysis  (blood  clot
dissolving), and other drug delivery applications.

     CryoLife also  distributes its SynerGraft  processed  bovine vascular graft
and a porcine  heart valve,  the  CryoLife-O'Brien(R)  aortic  heart valve.  The
SynerGraft  process  involves  the  depopulation  of cells  leaving  a matrix of
protein  fibers that has the potential to be  repopulated  with the  recipient's
cells.  CryoLife  believes  that this process  increases  graft  longevity,  and
improves the biocompatibility and functionality of the tissue.  CryoLife markets
the SynerGraft vascular graft in Europe and the Middle East.  CryoLife's porcine
valves contain  minimal amounts of synthetic  materials,  compared to many other
fixed  porcine  heart  valves.  This  decreases  the  risk  of  endocarditis,  a
debilitating and potentially  fatal infection.  CryoLife  currently markets this
valve in Europe and certain other territories outside the U.S.


     CryoLife's  business  is  subject  to a  number  of  risks,  including  the
possibility of further FDA actions,  additional expenses and losses from product
recalls,  possible losses from ongoing product  liability,  securities and other
litigation,  adverse publicity and lower demand for CryoLife products  resulting
from product  recalls and other FDA  activity,  inability  to obtain  sufficient
insurance  coverage,  possible  inability to protect the  intellectual  property
rights in our technology,  the possible inability to obtain necessary regulatory
approvals, and possible future lack of capital.


Food and Drug Administration (FDA) Activity.

     In August 2002 the FDA issued an order, which we refer to as the FDA Order,
regarding  several types of tissue  processed by CryoLife.  Non-valved  cardiac,
vascular,  and orthopaedic  tissue processed by CryoLife from October 3, 2001 to
September 5, 2002 was required to be retained  until  recalled,  destroyed,  the
safety was  confirmed,  or an agreement  was reached with the FDA for its proper
disposition under the supervision of an authorized official of the FDA. Pursuant
to the FDA Order, CryoLife placed non-valved cardiac,  vascular, and orthopaedic
tissue subject to the FDA Order on quality assurance quarantine and recalled the
non-valved cardiac,  vascular,  and orthopaedic tissues subject to the FDA Order
(i.e.  processed  since  October  3,  2001)  that had been  distributed  but not
implanted. In addition, CryoLife ceased processing non-valved cardiac, vascular,
and  orthopaedic  tissues.  In September  2002,  CryoLife and the FDA reached an
agreement  permitting  CryoLife to  immediately  resume  processing  and limited
distribution of its life-saving  non-valved  cardiac and vascular  tissues.  The
Company made changes to its  procedures,  and now processes  most of the tissues
that were subject to the FDA recall.

     The FDA subsequently issued several notices on its Form 483, called Notices
of  Observation,  which set  forth  its  observations  as to  documentation  and
procedures that need to be addressed. The most recent Notice of Observations was
issued in February 2004.

     During 2003,  we received  other  notices from the FDA stating that the FDA
believed  that  cardiovascular  tissue  processed  using  CryoLife's  SynerGraft
technology  required  additional  premarket approval  authorization and that the
tissues should be regulated as medical devices.  CryoLife voluntarily  suspended
the  use  of  the   SynerGraft   technology  in  the   processing  of  allograft
cardiovascular and vascular tissue. Additionally, CryoLife discontinued labeling
blood vessel grafts,  referred to as vascular  grafts,  for use in arteriovenous
access.  The FDA has not suggested  that these  tissues be recalled.  Until such
time as the issues  surrounding  the  SynerGraft  treated  tissues are resolved,
CryoLife  will  employ its  traditional  processing  methods  on these  tissues.
Distribution  of  allograft  heart valves and vascular  tissue  processed  using
CryoLife's  traditional  processing protocols will continue.  CryoLife currently
has nominal amounts of SynerGraft  processed  cardiovascular and vascular tissue
on hand.

Products Liability Litigation and Insurance Coverage.


     As of May 10, 2004 we were aware of ten pending product liability lawsuits.
The lawsuits are currently in the  pre-discovery or discovery  stages.  Of these
lawsuits,  six allege product  liability  claims arising out of our  orthopaedic
tissue  services,  three  allege  product  liability  claims  arising out of our
allograft heart valve tissue services,  and one alleges product liability claims
arising out of the non-tissue products made by Ideas for Medicine, when it was a
subsidiary of CryoLife.


                                       2



     Of the  ten  open  lawsuits  a total  of four  are  covered  by  CryoLife's
insurance  coverage as follows:  two lawsuits by the 2000/2001  insurance policy
and two by the 2003/2004  insurance policy.  For the 2000/2001  insurance policy
year CryoLife maintained  claims-made insurance policies which CryoLife believes
to be adequate to defend against the suits filed during this period. As of March
31,  2004 the Company has an accrual of  $100,000  for the  remaining  retention
levels related to the 2000/2001  insurance policy year. The Company believes its
2003/2004  insurance  policy to be  adequate  to defend  against the two covered
suits filed during this time period.

     Of the ten open  lawsuits the  remaining  six are not covered by CryoLife's
insurance  policies as either these lawsuits  relate to the 2002/2003  insurance
policy  year  for  which  CryoLife  has  used  all  of its  insurance  coverage,
aggregating $25 million,  or they were asserted in periods after the coverage in
the related incident year had lapsed.  Other product  liability claims have been
asserted against CryoLife that have not resulted in lawsuits.  We are monitoring
these claims.

     CryoLife  performed an analysis as of March 31, 2004 of the pending product
liability  claims  based on  settlement  negotiations  to date and  advice  from
counsel.  As of March 31, 2004  CryoLife had accrued a total of $5.1 million for
pending product liability claims and recorded $1.1 million  representing amounts
to be recovered from  CryoLife's  insurance  carriers.  These amounts  represent
CryoLife's estimate of the probable losses and anticipated recoveries related to
these pending product  liability  claims.  The amount recorded as a liability is
reflective of estimated legal fees and settlement costs related to these claims,
and does not reflect actual settlement arrangements, actual judgments, including
punitive damages, which may be assessed by the courts, or cash set aside for the
purpose of making payments. The amount recorded as a receivable is reflective of
the estimated amount recoverable from the Company's insurance carrier,  based on
the Company's  estimate of the  liability and analysis of the policy terms.  The
Company  believes that these amounts are fully  collectible.  Prior to March 31,
2004,  the  Company  recorded  accruals  for the  uninsured  portion  of product
liability claims for which the amount of probable loss was reasonably estimable.
Had the Company recorded the total amounts of the reasonably  estimable probable
losses as a liability and recorded an asset for the estimated amount recoverable
from the insurance carrier the impact on the financial statements as of December
31, 2003 would not have been material.

RECENT DEVELOPMENTS


Recent Sale of Common Stock

     On January 27, 2004,  CryoLife closed on a $21.5 million private  placement
of  3,444,000  shares of common  stock.  Net  proceeds  from the  offering  were
approximately $19.9 million. The proceeds from the sale of the common stock will
be used for general corporate purposes.


Products Liability Insurance

     On April 1, 2004,  the Company bound  coverage for the 2004/2005  insurance
policy year. The Company will maintain a two-year claims made insurance  policy,
meaning claims incurred during the period April 1, 2003, through March 31, 2005,
and  reported  during the period  April 1, 2004,  through  March 31,  2005,  are
covered by this policy.


                             ----------------------

     CryoLife, Inc. was incorporated January 19, 1984 in Florida. All references
to  "CryoLife,"  the  "Company,"  "we,"  "us" or "our" in this  prospectus  mean
CryoLife,  Inc., a Florida corporation,  and all entities owned or controlled by
CryoLife,  Inc.,  except  where it is made  clear  that the term  means only the
parent company.

     Our principal executive offices are located at 1655 Roberts Boulevard,  NW,
Kennesaw, Georgia 30144. Our telephone number is (770) 419-3355 and our Web site
is located at  www.cryolife.com.  Information  contained  in our Web site is not
part of this prospectus.



                                       3



                      SELECTED CONSOLIDATED FINANCIAL DATA


     The  following  Selected  Consolidated  Financial  Data  should  be read in
conjunction  with our  Consolidated  Financial  Statements  and  Notes  thereto,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" and other financial  information  incorporated  herein by reference.
The  selected  data  presented  below for and as of the end of the  years  ended
December  31,  2002  and  2003  are  derived  from  our  Consolidated  Financial
Statements that were audited by Deloitte and Touche LLP,  independent  auditors,
and which are  incorporated  herein by reference.  The selected  data  presented
below as of and for each of the years in the  three-year  period ended  December
31,  2001,  are derived from our  Consolidated  Financial  Statements  that were
audited by Arthur Andersen LLP, independent auditors. The historical results are
not  necessarily  indicative  of future  results  of  operations.  The  selected
consolidated  statement of operations  data for the three months ended March 31,
2004 and 2003 and the selected  consolidated  balance sheet data as of March 31,
2004 are derived from our unaudited consolidated financial statements, which, in
our opinion,  include all adjustments  (consisting of normal recurring accruals)
considered necessary for a fair presentation.


SELECTED FINANCIAL INFORMATION
(in thousands, except percentages and per share data)



                                                                                           
                              THREE MONTHS ENDED:                                    YEAR ENDED
                                    MARCH 31                                        DECEMBER 31,
                            -------------------------     ------------------------------------------------------------------
OPERATIONS                     2004         2003              2003         2002         2001         2000          1999
                            ------------ ------------     ------------- ------------ ------------ ------------ -------------
   Revenues                  $   15,086   $  15,920        $  59,532     $  77,795    $   87,671   $   77,096   $   66,722
   Net (loss)/income             (7,026)       (434)         (32,294)      (27,761)        9,166        7,817        4,451
   Research and
     development as a
     percentage of
     revenues                      6.1%        5.8%             6.1%          5.9%          5.4%         6.8%         6.6%

(LOSS)/EARNINGS PER SHARE1
   Basic                     $     (.32)  $    (.02)       $   (1.64)    $ (1.43)     $     0.49   $     0.42   $     0.24
   Diluted                   $     (.32)  $    (.02)       $   (1.64)    $ (1.43)     $     0.47   $     0.41   $     0.24


                                                                           DECEMBER 31,
                              MARCH 31,                   ------------------------------------------------------------------
                                2004                            2003         2002         2001         2000          1999
                            ------------                  ------------- ------------ ------------ ------------ -------------
   Total assets              $   87,517                    $  75,027     $ 106,414    $  129,310   $ 112,009    $   94,025
   Working capital               29,088                       14,790        39,385        66,668      69,063        59,597
   Long Term Liabilities          5,692                        5,716         4,552        10,071      12,192         6,177
   Shareholder's equity          61,241                       48,338        79,800       101,439      89,395        80,226
   Current ratio 2                  2:1                          2:1           3:1           5:1         8:1           9:1



---------------
1  Reflects adjustment for 3-for-2 stock split effected December 27, 2000.
2  Current assets divided by current liabilities.







                                       4



                                  RISK FACTORS

     You should  carefully  consider  the  following  risk factors and all other
information  contained  in  this  prospectus  before  you  make  any  investment
decisions with respect to our securities.

     If any of the adverse events  described in the following  factors  actually
occur,  or if we do not accomplish  those events or objectives  described in the
risk factors as  necessary to meet our  expectations,  our  business,  financial
condition and operating results could be materially and adversely affected,  the
trading  price of our common stock could  decline and you could lose all or part
of your investment.

                         RISKS RELATING TO OUR BUSINESS
OVERVIEW

     CryoLife has faced  extraordinary  challenges  since 2002. It received,  on
August  13,  2002,  an FDA  order  calling  for the  retention,  recall,  and/or
destruction  of  all  non-valved  cardiac,   vascular,  and  orthopaedic  tissue
processed  by  CryoLife  since  October  3, 2001 (the "FDA  Order").  The recall
resulted in the  destruction  of much of  CryoLife's  tissue,  required  that it
adjust revenue for tissue recall returns,  curtailed its processing  activities,
subjected it to intense FDA scrutiny and additional regulatory requirements that
increased  cost  while  CryoLife  suffered  decreased  revenues  due to  lack of
processing ability and decreased market demand for its services. During the same
year,  CryoLife was the subject of intense adverse media attention in connection
with  allegations  that  tissue  processed  by  CryoLife  had  infected a man in
Minnesota   and  caused  his  death.   CryoLife   also  became  the  subject  of
shareholders'  class  action and  derivative  shareholder  suits,  both of which
remain pending.  Products  liability cases and claims increased to unprecedented
numbers for CryoLife,  using all of its related 2002/2003  insurance policy year
insurance  coverage and taxing its other resources.  While many cases and claims
have  been  settled,  several  remain  unresolved.  Since  2002,  a U.S.  Senate
committee has inquired  into safety in the tissue  processing  industry,  making
inquiries of CryoLife.  The SEC has  initiated  and continues to pursue a formal
investigation  of CryoLife.  The combined effect of these challenges has been to
reduce Company revenues, increase its costs to process tissues and its operating
expenses  and strain  management  resources.  Although  CryoLife has now resumed
processing  and  distribution  of the  tissues  subject  to the FDA  recall  and
resolved many of the products  liability suits pending against it, the foregoing
factors  will  continue  to  challenge  CryoLife in its efforts to return to the
sales and profitability it enjoyed prior to 2002. No assurances can be made that
CryoLife  will  succeed in those  efforts in the near  future.  These  risks are
addressed in greater detail below and elsewhere in this prospectus.

THE AUGUST 2002 FDA ORDER ON HUMAN TISSUE AND SUBSEQUENT  FDA ACTIVITY  CONTINUE
TO ADVERSELY IMPACT CRYOLIFE'S  BUSINESS,  INCLUDING DEMAND FOR ITS SERVICES AND
PROCESSING COSTS

     On August 13, 2002 CryoLife  received an order from the FDA calling for the
retention,  recall, and/or destruction of all non-valved cardiac,  vascular, and
orthopaedic  tissue processed by CryoLife at its  headquarters  since October 3,
2001 based upon  allegations  that  CryoLife  violated  FDA  regulations  in its
handling of such tissue and alleged  contamination through CryoLife's processing
of such tissue that  resulted in 14  post-transplant  infections  including  one
death. A significant  portion of CryoLife's current revenues is derived from the
preservation of human tissues.  Revenues from human tissue preservation services
for the six months  ended June 30,  2002,  the last period  ending  prior to the
issuance of the FDA Order,  were 78% of CryoLife's  revenues,  or  approximately
$37.8  million.   During  the  fourth  quarter  of  2003,  these  revenues  were
approximately $4.9 million or 39% of fourth quarter revenues.

     The FDA Order, subsequent FDA activity and resulting adverse publicity have
had a material  adverse  effect on  CryoLife's  business,  financial  condition,
results of  operations  and cash flows.  CryoLife has  experienced  decreases in
revenues and profits and there is a  possibility  that CryoLife may not generate
sufficient cash from operations to fund its operations over the long-term.

     CryoLife  has  continued to  experience  a reduced  demand for the types of
tissues subject to the FDA Order due to the adverse publicity generated from the
recall  and  from  decisions  by  implanting  physicians'  or risk  managers  at
implanting  institutions  to use human tissue  services  provided by  CryoLife's
competitors. In addition, as a result of the FDA Order, subsequent FDA activity,
and  changes  in  CryoLife's  processing,  the  costs  of such  processing  have
increased  and are likely to remain high as compared to cost levels prior to the


                                       5


FDA Order.  Although CryoLife expects them to decrease somewhat beginning in the
second quarter of 2004, these high costs could have a material adverse effect on
CryoLife's business, results of operations and financial position.

     The success of CryoLife's tissue preservation  services depends upon, among
other factors,  the  availability of sufficient  quantities of tissue from human
donors.  Any  material  reduction  in the supply of donated  human  tissue could
restrict CryoLife's growth.  CryoLife relies primarily upon the efforts of third
party procurement  agencies and tissue banks (most of which are  not-for-profit)
and others to educate  the public  and foster a  willingness  to donate  tissue.
Because of the adverse  publicity  associated  with the FDA Order and subsequent
FDA  activity  and  uncertainty   regarding  future  tissue   processing,   some
procurement  agencies  stopped  sending  tissue to CryoLife for  processing.  If
CryoLife's  relationships  with  procurement  agencies  continue to be adversely
affected or CryoLife is unable to obtain tissues from procurement  agencies that
have ceased sending tissue to CryoLife for processing, CryoLife may be unable to
obtain adequate supplies of donated tissues to operate profitably.

THE FDA ORDER AND  SUBSEQUENT  ACTIVITY HAVE HAD AND CONTINUE TO HAVE AN ADVERSE
IMPACT ON LIQUIDITY AND CAPITAL RESOURCES

     Based upon the lower  levels of revenues  and profits  since the FDA Order,
FDA activity,  and associated adverse publicity,  CryoLife expects that its cash
and cash  equivalents  will  continue to decrease over the near term and working
capital  could  decrease  from levels now on hand.  As a result of the FDA Order
CryoLife  recorded a reduction to pretax  income of $12.6 million in the quarter
ended June 30, 2002. The reduction was comprised of a net $8.9 million  increase
to cost of human  tissue  preservation  services,  a $2.4  million  reduction to
revenues  (and  accounts  receivable)  for the  estimated  return of the tissues
subject to recall by the FDA  Order,  and a $1.3  million  accrual  recorded  in
general,  administrative,  and marketing  expenses  consisting of an accrual for
retention levels under CryoLife's product liability and directors' and officers'
insurance  policies of $1.2 million and for estimated expenses for packaging and
handling for the return of affected tissues under the FDA Order of $75,000.  The
net increase of $8.9 million to cost of preservation services was comprised of a
$10.0 million  write-down of deferred  preservation costs for tissues subject to
the FDA  Order,  offset  by a $1.1  million  decrease  in  cost of  preservation
services due to the estimated  tissue returns  resulting from the FDA Order (the
costs of such recalled tissue are included in the $10.0 million write-down).

     In the quarter ended  September  30, 2002 CryoLife  recorded a reduction to
pretax income of $24.6  million as a result of the FDA Order.  The reduction was
comprised of a net $22.2 million  increase to cost of human tissue  preservation
services, a $1.4 million write-down of goodwill, and a $1.0 million reduction to
revenues  (and  accounts  receivable)  for the  estimated  return of the tissues
shipped  during the third  quarter  subject to recall by the FDA Order.  The net
$22.2 million increase to cost of preservation services was comprised of a $22.7
million write-down of deferred preservation costs, offset by a $535,000 decrease
in cost of preservation  services due to the estimated and actual tissue returns
resulting from the FDA Order (the costs of such recalled  tissue are included in
the $22.7 million write-down).

     In  the  quarter  ended  March  31,  2003  CryoLife  recorded  a  favorable
adjustment  of  $848,000 to the  estimated  tissue  recall  returns due to lower
actual  tissue  returns  under the FDA Order than were  originally  estimated in
2002. The adjustment  increased  cardiac  tissue  revenues by $92,000,  vascular
tissue revenues by $711,000,  and orthopaedic  tissue revenues by $45,000 in the
first quarter of 2003. In the quarter ended September 30, 2003 CryoLife recorded
a favorable adjustment of $52,000 to reverse the remaining unused portion of the
estimated tissue recall returns due to lower overall actual tissue returns under
the FDA Order than were estimated.  Although  vascular and  orthopaedic  returns
were lower than expected, cardiac returns were higher than expected.  Therefore,
the $52,000 adjustment decreased cardiac tissue revenues by $7,000 and increased
vascular tissue  revenues by $41,000 and orthopaedic  tissue revenues by $18,000
in the third  quarter of 2003. We  determined  that no additional  accruals were
necessary for tissue returns under the FDA Order.  Therefore, as of December 31,
2003 there was no accrual for estimated  return of tissues  subject to recall by
the FDA Order.

     Although  CryoLife  has reduced its level of  operations  and the number of
personnel, there is a possibility that CryoLife may not have sufficient funds to
fund its primary  capital  requirements or to meet its operating and development
needs in the long-term.



                                       6


REVENUE FROM  ORTHOPAEDIC  TISSUE  PRESERVATION  SERVICES IS MINIMAL AND MAY NOT
RETURN


     We have received only nominal revenue from the  preservation of orthopaedic
tissue since August 14, 2002. For the year ended December 31, 2001, human tissue
preservation services revenues for orthopaedic tissue were $22.5 million,  which
represented 26% of CryoLife's revenues.  For the six months ended June 30, 2002,
(the last  period  ending  prior to the FDA  Order)  revenues  for  preservation
services for  orthopaedic  tissue were $11.5  million which  represented  24% of
CryoLife's  revenues.  For the year  ended  December  31,  2003,  revenues  from
preservation   services  for  orthopaedic   tissue  were  $1.1  million,   which
represented  2% of  CryoLife's  revenues.  For the three  months ended March 31,
2004, they were $309,000,  or 2% of revenues.  The demand for orthopaedic tissue
from CryoLife may remain minimal and may never return to the levels in existence
before the FDA Order, even though CryoLife has resumed processing.  As a result,
this portion of CryoLife's  business may have to be permanently  discontinued or
may only continue at  substantially  reduced  levels.  Any of these  occurrences
would  result in a continued  significant  decrease in  CryoLife's  preservation
services  revenues and  profitability  in the future as compared to prior to the
FDA Order.


PHYSICIANS MAY BE RELUCTANT TO IMPLANT CRYOLIFE'S PRESERVED TISSUES

     There  is a  risk  that  physicians  or  implanting  institutions  will  be
reluctant to choose CryoLife's preserved tissues for use in implantation, due to
a  perception  that  they  may not be safe or to a belief  that  the  implanting
physician  or  hospital  may  be  subject  to a  heightened  liability  risk  if
CryoLife's  tissues are used. In addition,  for similar  reasons,  hospital risk
managers may forbid  implanting  surgeons to utilize  CryoLife's  tissues  where
alternatives are available. Several risk managers and physicians have refused to
use our products due to these concerns.  If additional  implanting  hospitals or
physicians representing  significant revenues refuse to use tissues preserved by
us, and we are unable to replace the revenues  lost, our  preservation  services
revenues and profits would be materially adversely affected.

PRODUCTS AND  SERVICES  NOT INCLUDED IN THE FDA RECALL MAY COME UNDER  INCREASED
SCRUTINY

     Although  CryoLife's  heart valve  processing  services,  BioGlue  Surgical
Adhesive and  bioprosthetic  devices  were not  included in the FDA recall,  the
processing  and  manufacturing  facilities  for these  products  may come  under
increased  scrutiny  from  the  FDA.  A  negative  review  from the FDA of these
processing and manufacturing  facilities could have a material adverse effect on
CryoLife's  business,  results of operations and financial  position.  As of the
date  of  this  prospectus,   we  have  not  received  any   correspondence   or
conversations from the FDA suggesting higher scrutiny.

DEMAND FOR HEART VALVES  PROCESSED BY CRYOLIFE HAS DECREASED AND MAY CONTINUE TO
DECREASE

     Some  physicians and  implanting  institutions  have remained  reluctant to
choose CryoLife's allograft heart valves for use in implantation, perhaps due to
a  perception  that  they  may not be safe or to a belief  that  the  implanting
institutions  or  hospitals  may be subject to a  heightened  liability  risk if
CryoLife's preserved tissues are used, especially if alternatives are available.
Demand for CryoLife's  allograft heart valves could decrease.  In such an event,
CryoLife's  preservation  services  revenues  and  profits  would be  materially
adversely affected.

ADVERSE  PUBLICITY  MAY REDUCE  DEMAND FOR PRODUCTS AND SERVICES NOT AFFECTED BY
THE FDA RECALL

     Even though  CryoLife's  BioGlue,  porcine heart valves and bovine vascular
grafts (of which the porcine and bovine  products are not sold in the U.S.) were
not  included in the FDA Order,  there is a  possibility  that  surgeons or risk
managers at  institutions  that use such  products  may be reluctant to use such
products  because  of the  adverse  publicity  associated  with  the FDA  Order.
Decreased demand for such products,  particularly BioGlue, could have a material
adverse  effect on  CryoLife's  business,  results of  operations  and financial
position.

WE MAY BE  UNABLE  TO  ADDRESS  THE  CONCERNS  RAISED BY THE FDA IN ITS FORM 483
NOTICES OF OBSERVATIONS

     The FDA issued new Form 483 Notices of Observations in February and October
2003,  and  another in  February  2004.  If  CryoLife's  responses  to the FDA's
observations contained in these notices are deemed unsatisfactory, the FDA could
take further action, which could have a material adverse effect on the Company's


                                       7


business, results of operations, financial position or cashflows. Further action
by the FDA could  include  additional  recalls of  products,  requiring us to do
additional testing,  beginning to require  prescriptions for products where they
are not currently required,  halting the shipping or processing of products,  or
requiring additional approvals for marketing our products or services.

THE FDA HAS NOTIFIED  CRYOLIFE OF ITS BELIEF THAT  MARKETING OF CRYOVALVE SG AND
CRYOVEIN SG REQUIRE ADDITIONAL REGULATORY SUBMISSIONS AND/OR APPROVALS

     On February 20, 2003 CryoLife received a letter from the FDA stating that a
510(k)  premarket  notification  for the  CryoValve SG was  required  before the
product can be marketed.  The letter also  contended  that a premarket  approval
application  was  required in order to market the  CryoVein SG when used for A-V
(arteriovenous) access. The agency's position is that femoral veins used for A-V
access are medical devices that require premarket approval. CryoLife submitted a
510(k)  premarket  notification  for the  CryoValve  SG, and received a response
requesting  additional  information.  There  can  be no  assurance  as  to  when
clearance will be obtained, if at all.

REGULATORY ACTION OUTSIDE OF THE U.S. MAY ALSO AFFECT CRYOLIFE'S BUSINESS

     After the issuance of the FDA Order,  Health Canada also issued a recall on
the same types of tissue.  In addition,  other countries have inquired as to the
tissues exported by the Company, although these inquiries are now, to CryoLife's
knowledge,  complete.  In the event additional regulatory concerns are raised by
other  countries,  CryoLife may be unable to export tissues to those  countries.
Revenue from international human tissue  preservation  services was $721,000 for
the year ended December 31, 2003.

CRYOLIFE IS THE SUBJECT OF AN ONGOING SEC INVESTIGATION

     As previously  disclosed,  there is an ongoing SEC investigation.  CryoLife
has  cooperated  with this  investigation  both before and after issuance of the
formal order of  investigation  in June 2003,  and intends to continue doing so.
CryoLife voluntarily reported the names of six employees and former employees to
the SEC in December 2002 after  discovering  they had  apparently  sold CryoLife
shares on August 14, 2002,  before trading was halted pending  CryoLife's  press
release  reporting  the  FDA  Order.  These  individuals  were  not  and are not
executive officers of CryoLife. The formal order of investigation indicates that
the SEC's scope includes whether,  during 2002, among other things,  CryoLife or
others may have traded while in  possession of material  nonpublic  information,
made (or caused to be made) false or misleading statements or omissions in press
releases and SEC filings,  and failed to maintain  accurate records and adequate
controls.  The  investigation  could also  encompass  matters  not  specifically
identified  in the  formal  order.  As of the  date  hereof,  the SEC has had no
discussions with CryoLife  representatives as to whether or against whom it will
seek  relief,  or the  nature of any  relief  that may be  sought.  At  present,
CryoLife   is  unable  to  predict  the   ultimate   focus  or  outcome  of  the
investigation, or when it will be completed. An unfavorable outcome could have a
material adverse effect on CryoLife's reputation,  business, financial position,
results of operations, and cash flows.

CRYOLIFE'S INSURANCE COVERAGE MAY BE INSUFFICIENT

Product Liability Claims

     In the normal course of business as a medical device and services  company,
CryoLife has product  liability  complaints  filed against it. Following the FDA
Order,  products  liability  lawsuits  increased  to  unprecedented  numbers for
CryoLife.  CryoLife  maintains  claims-made  insurance  policies to mitigate its
financial exposure to product liability claims.  Claims-made  insurance policies
generally  cover only those  asserted  claims and incidents that are reported to
the insurance carrier while the policy is in effect.  Thus, a claims-made policy
does not generally  represent a transfer of risk for claims and  incidents  that
have been incurred but not reported to the insurance  carrier  during the policy
period.


     For the 2000/2001 and 2001/2002 insurance policy years, CryoLife maintained
claims-made insurance policies, which CryoLife believes to be adequate to defend
against the suits filed during this period.  For the 2002/2003  insurance policy
year,  CryoLife maintained  claims-made  insurance policies with three carriers.
CryoLife used all of its insurance coverage,  aggregating $25.0 million, for the
2002/2003  insurance policy year, as well as funds of its own, to resolve claims



                                       8



outstanding  in the relevant  policy  period.  CryoLife  continues to attempt to
reach  settlements  of the  remaining  litigation.  CryoLife's  March 31,  2004,
consolidated  balance  sheet  reflects a  liability  for the  estimated  cost of
resolving  these claims,  and an asset  representing  amounts  recoverable  from
insurance  companies.  The amounts  recorded were estimates,  and do not reflect
actual  settlement  arrangements or final  judgments,  the latter of which could
include punitive  damages,  nor do they represent cash set aside for the purpose
of making  payments.  CryoLife's  product  liability  insurance  policies do not
include  coverage  for any  punitive  damages.  If CryoLife is  unsuccessful  in
arranging  acceptable  settlements of product liability claims, there may not be
sufficient  insurance  coverage  and liquid  assets to meet  these  obligations.
Additionally,  if one or more of the product  liability claims in which CryoLife
is a defendant  should be tried with a substantial  verdict rendered in favor of
the plaintiff(s),  such verdict(s) could exceed CryoLife's  available  insurance
coverage and liquid assets.  If CryoLife is unable to meet required  future cash
payments to resolve the outstanding  product  liability  claims,  it will have a
material adverse effect on the financial  position,  results of operations,  and
cash flows of CryoLife.


Class Action Lawsuit

     Several putative class action lawsuits were filed in July through September
2002 against CryoLife and certain officers of CryoLife,  alleging  violations of
Sections  10(b)  and 20(a) of the  Securities  Exchange  Act of 1934  based on a
series of purportedly  materially false and misleading statements to the market.
The suits were consolidated,  and a consolidated  amended complaint filed, which
principally alleges that CryoLife made misrepresentations and omissions relating
to product  safety and  CryoLife's  alleged lack of compliance  with certain FDA
regulations  regarding the handling and processing of certain  tissues and other
product safety matters.  The  consolidated  complaint seeks  certification  of a
class of  purchasers  between  April 2, 2001 and August 14,  2002,  compensatory
damages,  and other  expenses of litigation.  CryoLife and the other  defendants
filed a motion to dismiss the consolidated complaint on February 28, 2003, which
motion the United  States  District  Court for the Northern  District of Georgia
denied in part and granted in part on May 27, 2003.  The discovery  phase of the
case  commenced on July 16, 2003.  On December 16, 2003,  the Court  certified a
class of individuals and entities who purchased or otherwise  acquired  CryoLife
stock from April 2, 2001 through  August 14, 2002. At present,  the case remains
in the discovery  phase.  Although  CryoLife  carries  directors'  and officers'
liability insurance  policies,  the directors' and officers' liability insurance
carriers have issued  reservation  of rights letters  reserving  their rights to
deny or rescind  coverage under the policies.  An adverse  judgment in excess of
CryoLife's  available insurance coverage could have a material adverse effect on
CryoLife's  financial position,  results of operations,  and cash flows. At this
time, CryoLife is unable to predict the outcome of this litigation.

Shareholder Derivative Action

     On August 30, 2002 a purported  shareholder  derivative action was filed by
Rosemary  Lichtenberger  against Steven G. Anderson,  Albert E. Heacox,  John W.
Cook,  Ronald C.  Elkins,  Virginia  C. Lacy,  Ronald D.  McCall,  Alexander  C.
Schwartz,  and  Bruce J.  Van Dyne in the  Superior  Court of  Gwinnett  County,
Georgia. The suit, which names CryoLife as a nominal defendant, alleges that the
individual  defendants breached their fiduciary duties to CryoLife by causing or
allowing  CryoLife  to engage in certain  inappropriate  practices  that  caused
CryoLife to suffer  damages.  The  complaint was preceded by one day by a letter
written  on behalf  of Ms.  Lichtenberger  demanding  that  CryoLife's  Board of
Directors take certain  actions in response to her  allegations.  On January 16,
2003 another  purported  derivative suit alleging claims similar to those of the
Lichtenberger  suit  was  filed  in the  Superior  Court  of  Fulton  County  by
complainant Robert F. Frailey.  As in the Lichtenberger  suit, the filing of the
complaint  in the  Frailey  action  was  preceded  by a  demand  letter  sent on
Frailey's  behalf  to  CryoLife's  Board  of  Directors.  Both  complaints  seek
undisclosed   damages,   costs  and  attorney's  fees,  punitive  damages,   and
prejudgment interest against the individual defendants derivatively on behalf of
CryoLife. As previously disclosed, CryoLife's Board of Directors has established
an independent committee to investigate the allegations of Ms. Lichtenberger and
Mr. Frailey.  The independent  committee  engaged  independent  legal counsel to
assist in the  investigation,  which  culminated  in a report  by the  committee
concluding  that no officer or director  breached any fiduciary duty. In October
2003 the two derivative suits were  consolidated into one action in the Superior
Court of Fulton County,  and a  consolidated  amended  complaint was filed.  The
independent  committee,  along with its independent  legal counsel evaluated the
consolidated  amended  complaint,  and  concluded  that  its  prior  report  and
determination  addressed the material allegations  contained in the consolidated


                                       9


amended  complaint.  The  committee  reiterated  its  previous  conclusions  and
determinations,  including that maintaining the derivative  litigation is not in
the best interests of CryoLife.  At this time, CryoLife is unable to predict the
outcome of this litigation.

INSURANCE COVERAGE MAY BE DIFFICULT OR IMPOSSIBLE TO OBTAIN IN THE FUTURE AND IF
OBTAINED,  THE COST OF  INSURANCE  COVERAGE IS LIKELY TO BE MUCH MORE  EXPENSIVE
THAN IN THE PAST


     Due in part to the current  litigation,  the FDA Order and  subsequent  FDA
activity,  CryoLife may be unable to obtain  satisfactory  insurance coverage in
the future,  causing  CryoLife to be subject to additional  future exposure from
product liability claims.  Additionally,  if insurance coverage is obtained, the
insurance  rates may be  significantly  higher than in the past, and may provide
less coverage, which may adversely impact CryoLife's profitability. For example,
CryoLife  paid a higher fee for its  2003/2004  policy year  products  liability
insurance coverage,  which also had a higher retention level and a lower overall
limit.  Unlike the prior year's policy,  the 2003/2004  policy did not cover any
claims which arose prior to the insurance policy year. The 2004/2005 policy is a
two-year claims-made policy.


INTENSE COMPETITION MAY AFFECT CRYOLIFE'S ABILITY TO RECOVER FROM THE FDA ORDER

     CryoLife faces  competition  from other companies that  cryopreserve  human
tissue,  as well as companies  that market  mechanical  valves and synthetic and
animal tissue for implantation and companies that market wound closure products.
Management believes that at least four tissue banks offer preservation  services
for allograft  heart valves and many  companies  offer  processed  porcine heart
valves and mechanical  heart valves.  A few companies  dominate  portions of the
mechanical,  porcine and bovine heart valve markets, including St. Jude Medical,
Inc.,  Medtronic,  Inc. and Edwards Life Sciences.  CryoLife is aware that a few
companies  have  surgical  adhesive  products  under  development.   Competitive
products  may  also  be  under   development  by  other  large  medical  device,
pharmaceutical and biopharmaceutical  companies.  Many of CryoLife's competitors
have greater financial,  technical,  manufacturing and marketing  resources than
CryoLife and are well established in their markets.

     We believe that our  cryopreserved  tissues  compete  favorably  with other
entities that  cryopreserve  human tissue on the basis of  technology,  customer
service,  and  quality  assurance.  As a result of the  decrease  in  CryoLife's
procurement  and  processing  of human tissue,  the decrease in  cardiovascular,
vascular,  and orthopaedic tissue shipments,  and the lack of orthopaedic tissue
shipments for a period of time, our competitors have been favorably impacted and
CryoLife  believes  it has lost some  market  share since the FDA Order in 2002.
This  interruption  in our services may make it difficult for CryoLife to regain
the  level  of  revenues  reported  prior  to the  FDA  Order.  As  compared  to
mechanical,  porcine,  and bovine heart valves,  we believe that the human heart
valves cryopreserved by CryoLife compete on the factors set forth above, as well
as by  providing a tissue that is the  preferred  replacement  alternative  with
respect to certain medical conditions, such as pediatric cardiac reconstruction,
valve   replacements  for  women  in  their   child-bearing   years,  and  valve
replacements for patients with endocarditis. Although human tissue cryopreserved
by CryoLife is  initially  higher  priced than  mechanical  alternatives,  these
alternatives  typically  require  that the patient  take  anti-coagulation  drug
therapy for the  lifetime of the  implant.  As a result of the costs  associated
with  anti-coagulants,  mechanical  valves are  generally,  over the life of the
implant,  more  expensive  than  tissue  cryopreserved  by  CryoLife.   However,
management believes that, to date, price has not been a significant  competitive
factor.

     CryoLife's  BioGlue product will compete with other surgical  adhesives and
surgical  sealants,  including Baxter  Healthcare's  Tiseel,  FloSeal and CoSeal
products.  Competitive  products  may also be under  development  by other large
medical device,  pharmaceutical,  and biopharmaceutical companies,  including 3M
and Johnson & Johnson.  CryoLife believes its BioGlue product competes favorably
because of its inherent sealing capabilities,  high tensile strength and ease of
use.

     There can be no assurance  that  CryoLife's  products and services  will be
able to compete successfully with the products of these or other companies.  Any
products developed by CryoLife that gain regulatory  clearance or approval would
have to compete for market  acceptance and market share.  Failure of CryoLife to
compete effectively could have a material adverse effect on CryoLife's business,
financial  condition,  results of operations  and cash flows.  The FDA Order and
related  adverse  publicity  had an  adverse  effect on  CryoLife's  competitive
position,  which  had  a  material  adverse  effect  on  CryoLife's  results  of


                                       10


operations.  The FDA Order and  subsequent  FDA activity may continue to have an
adverse effect on CryoLife's competitive position,  which may continue to have a
material  adverse  effect on  CryoLife's  results  of  operations.  As a result,
CryoLife's  competitors may gain competitive advantages that may be difficult to
overcome.

CRYOLIFE MAY NOT BE  SUCCESSFUL  IN  OBTAINING  NECESSARY  CLINICAL  RESULTS AND
REGULATORY APPROVALS FOR PRODUCTS AND SERVICES IN DEVELOPMENT, AND SUCH PRODUCTS
AND SERVICES MAY NOT ACHIEVE MARKET ACCEPTANCE

     CryoLife's growth and profitability  will depend, in part, upon its ability
to complete  development of and successfully  introduce new products,  including
new  applications  of its  BioGlue  and  applications  applying  its  SynerGraft
technology.  Developing new products and services to a  commercially  acceptable
form is uncertain,  and obtaining required regulatory approval is time consuming
and costly.

     Although  CryoLife  has  conducted  pre-clinical  studies  on  many  of its
products under development which indicate that such products may be effective in
a particular  application,  there can be no assurance that the results  obtained
from expanded  clinical studies will be consistent with earlier trial results or
be  sufficient  for  CryoLife to obtain any  required  regulatory  approvals  or
clearances.  There  can  be no  assurance  that  CryoLife  will  not  experience
difficulties   that  could   delay  or  prevent  the   successful   development,
introduction  and  marketing  of new  products,  that  regulatory  clearance  or
approval  of these or any new  products  will be granted on a timely  basis,  if
ever,  or that the new products will  adequately  meet the  requirements  of the
applicable market or achieve market acceptance.

     The  completion of the  development of any of CryoLife's  products  remains
subject  to  all of the  risks  associated  with  the  commercialization  of new
products based on innovative technologies,  including unanticipated technical or
other problems, manufacturing difficulties and the possible insufficiency of the
funds allocated for the completion of such development. Consequently, CryoLife's
products under development may not be successfully developed or manufactured or,
if developed and  manufactured,  such products may not meet price or performance
objectives,  be  developed  on a timely  basis or  prove to be as  effective  as
competing products.

     The  inability to  successfully  complete the  development  of a product or
application,  or a determination by CryoLife, for financial,  technical or other
reasons, not to complete development of any product or application, particularly
in instances in which CryoLife has made significant capital expenditures,  could
have a material  adverse  effect on CryoLife's  business,  financial  condition,
results of  operations,  and cash flows.  CryoLife's  research  and  development
efforts are time  consuming  and  expensive  and there can be no assurance  that
these efforts will lead to commercially  successful  products or services.  Even
the  successful  commercialization  of a new  service or product in the  medical
industry  can be  characterized  by slow growth and high costs  associated  with
marketing,  under-utilized  production  capacity  and  continuing  research  and
development and education  costs.  The introduction of new human tissue services
or products  may require  significant  physician  training and years of clinical
evidence derived from follow-up studies on human implant  recipients in order to
gain acceptance in the medical community.

INVESTMENTS IN NEW TECHNOLOGIES OR DISTRIBUTION RIGHTS MAY NOT BE SUCCESSFUL

     CryoLife may invest in new technology  licenses or distribution rights that
may not succeed in the  marketplace.  In such cases,  CryoLife  may be unable to
recover its initial investment in the license, distribution right or purchase of
initial inventory, which may adversely impact CryoLife's profitability.

FUNDING FOR THE ACT TECHNOLOGY MAY NOT BE AVAILABLE

     The ACT (Activation  Control  Technology) is a reversible linker technology
that has potential uses in the areas of cancer therapy, fibrinolysis (blood clot
dissolving)  and  other  drug  delivery  applications.   The  reversible  linker
technology joins a drug to another molecule. This link can be reversed by normal
hydrolysis or the application of an energy source.  If the molecule to which the
drug is linked  concentrates  at the site of a tumor,  or if an energy source is
applied at that site, then a drug can be concentrated at the site of a tumor and
the  link  reversed.  By  concentrating  active  drug at the  site  rather  than
throughout  the body there could be a greater  opportunity to kill the tumor and
minimize  harm to the patient.  In February  2001 CryoLife  formed  AuraZyme,  a


                                       11


wholly-owned  subsidiary,  in  order  to seek a  corporate  collaboration  or to
complete a potential private placement of equity or  equity-oriented  securities
to fund the commercial  development  of the ACT.  CryoLife has been seeking such
funding  since 1998.  This  strategy  is designed to allow  CryoLife to continue
development  of  this  technology  without  incurring  additional  research  and
development expenditures, other than through AuraZyme. There can be no guarantee
that such funding can be obtained on acceptable terms, if at all,  especially in
light of the recent FDA Order. If such funding is not obtained,  CryoLife may be
unable to  effectively  test and develop the ACT, and may therefore be unable to
determine its  effectiveness.  Even if such  financing is obtained,  there is no
guarantee  that  the  ACT  will in  fact  prove  to be  effective  in the  above
applications. In addition, any new financing may cause dilution to the ownership
interests of current CryoLife shareholders, or may include restrictive covenants
that could adversely affect CryoLife or its business.

SYNERGRAFT-TREATED  TISSUES MAY NOT DEMONSTRATE  BENEFITS  SUFFICIENT TO JUSTIFY
THE PRICE

     CryoLife  processes  bovine  tissues  with the  SynerGraft  technology  and
processed human tissues with that technology until February 2003,  following the
receipt of the  informal FDA letter.  The process  involves  antigen  reduction,
which is the depopulation of the cells of the tissue to be implanted,  leaving a
matrix of protein  fibers  that has the  potential  to be  repopulated  with the
recipient's  cells. If successful,  we believe that such repopulation  increases
graft  longevity and improves the  biocompatibility  and  functionality  of such
tissue,  such that the implanted  tissue behaves  similar to the recipient's own
tissue. In animal studies,  explanted  SynerGraft treated allograft heart valves
have been  shown to  repopulate  with the hosts'  cells.  However,  should  such
tissues implanted in humans not consistently and adequately  repopulate with the
human  host  cells,  the  higher  priced  SynerGraft-treated   tissues  may  not
demonstrate  benefits over the CryoLife  standard  processing  technology.  This
could have a material  adverse effect on future  expansion plans and could limit
future growth.

CRYOLIFE IS DEPENDENT ON ITS KEY PERSONNEL

     CryoLife's business and future operating results depend in significant part
upon the  continued  contributions  of its key  technical  personnel  and senior
management,  many of who would be difficult to replace.  CryoLife's business and
future  operating  results also depend in  significant  part upon its ability to
attract and retain qualified management, processing, technical, marketing, sales
and support  personnel for its  operations.  Competition  for such  personnel is
intense  and there can be no  assurance  that  CryoLife  will be  successful  in
attracting and retaining such  personnel.  CryoLife's key employers  include its
management team,  consisting of Steven G. Anderson,  President,  Chief Executive
Officer, and Chairman;  Sidney B. Ashmore, Vice President,  Marketing;  Kirby S.
Black,  PhD, Senior Vice President,  Research and  Development;  David M. Fronk,
Vice President, Clinical Research; Albert E. Heacox, PhD, Senior Vice President,
Laboratory  Operations;  D. Ashley Lee,  CPA,  Vice  President,  Finance,  Chief
Financial  Officer,  and Treasurer;  Thomas J. Lynch,  JD, PhD, Vice  President,
Regulatory  Affairs and Quality  Assurance;  and James C. Vander Wyk,  PhD, Vice
President, Product Integrity.  CryoLife has employment agreements with these key
personnel. Mr. Anderson's employment agreement contains a provision providing an
evergreen two year term,  and provides for payment of $900,000 if his employment
is terminated other than for cause, death, disability or by him for good reason.
The others expire in September 2004,  August 2005 or September 2005, and provide
for payments ranging from $240,000 to $360,000 if employment is terminated other
than for cause,  death,  disability  or by the  employee  for good  reason.  Mr.
Lynch's agreement also provides for an automatic one year extension to August 1,
2006 unless  notice is given 30 days prior to August 1, 2004.  Other than a $1.5
million life insurance policy on Mr.  Anderson,  CryoLife does not have key life
insurance on these  individuals.  The loss of key employees,  the failure of any
key employee to perform adequately or CryoLife's inability to attract and retain
skilled  employees as needed could have a material  adverse effect on CryoLife's
business, financial condition, results of operations and cash flows.

OUR CONSOLIDATED  FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31,
2001 AND INCLUDED IN CRYOLIFE'S  10-K WERE AUDITED BY ARTHUR ANDERSEN LLP, WHICH
HAS BEEN FOUND GUILTY OF  OBSTRUCTION  OF JUSTICE AND THE SUBJECT OF  ADDITIONAL
LITIGATION

     Arthur  Andersen LLP has been found guilty of  obstruction  of justice with
respect to its activities in connection  with Enron Corp. and may be the subject
of additional litigation.  Arthur Andersen LLP has also ceased practicing before
the SEC. Arthur Andersen LLP or any successor in interest may have  insufficient
assets to satisfy any claims that may be made by  investors  with respect to the
financial statements as of and for the year ending December 31, 2001 included in
CryoLife's Form 10-K for the year ending December 31, 2003 and incorporated into
this prospectus.



                                       12


     In  addition,  Arthur  Andersen LLP has not  consented to the  inclusion of
their  report dated March 27, 2002 in  CryoLife's  Form 10-K for the year ending
December  31,  2003,  and as a  result,  only a copy of  such  report  has  been
included.  Because  Arthur  Andersen LLP has not  consented to the  inclusion of
their  report in our Form 10-K for the year  ending  December  31, 2003 which is
incorporated into this prospectus,  claimants may not be able to recover against
Arthur  Andersen LLP for any untrue  statements of a material fact  contained in
the  financial  statements  audited by Arthur  Andersen LLP or any  omissions to
state a material fact required to be stated therein.

                   RISKS RELATED TO CRYOLIFE AND OUR INDUSTRY

EXTENSIVE GOVERNMENT  REGULATION MAY ADVERSELY AFFECT THE ABILITY TO DEVELOP AND
SELL PRODUCTS AND SERVICES

     Government  regulation  in the U.S.,  the EEA and other  jurisdictions  can
determine the success of  CryoLife's  efforts to market and develop its services
and products and those of its competitors.  Allograft heart valves such as those
processed by CryoLife are currently regulated as Class II medical devices by the
FDA and are subject to significant  regulatory  requirements,  including Quality
System  Regulations  and record  keeping  requirements.  Changes  in  regulatory
treatment or the adoption of new statutory or regulatory requirements are likely
to occur,  which could  adversely  impact the marketing or  development of these
products or could  adversely  affect  market  demand for these  products.  Other
allograft tissues processed and distributed by CryoLife are currently  regulated
as "human  tissue"  under rules  promulgated  by the FDA  pursuant to the Public
Health  Services Act. These rules establish  requirements  for donor testing and
screening of human tissue and record  keeping  relating to these  activities and
impose certain  registration and product listing  requirements on establishments
that process or distribute human tissue or cellular-based  products. The FDA has
proposed and is refining a regulation that will implement good tissue practices,
akin to good manufacturing practices, followed by tissue banks and processors of
human tissue.  It is anticipated  that these good tissue  practices  regulations
when  promulgated  will  enhance  regulatory  oversight  of  CryoLife  and other
processors of human tissue.  See "Risk Factor - The FDA Has Notified CryoLife of
Its Belief that  Marketing of  CryoValve  SG and CryoVein SG Require  Additional
Regulatory Submissions and/or Approvals."

     BioGlue  Surgical  Adhesive is regulated as a Class III medical  device and
CryoLife  believes  that its ACT may be  regulated  as a biologic or drug by the
FDA. The ACT has not been approved for  commercial  distribution  in the U.S. or
elsewhere.  Fixed  porcine  heart valve  products  are  classified  as Class III
medical devices. CryoLife may not obtain the FDA approval required to distribute
its porcine  heart valve  products in the U.S.  Distribution  of these  products
within the EC is dependent upon CryoLife  maintaining  its CE Mark ISO 9001, and
ISO 13485 certifications, of which there can be no assurance.

     Most of  CryoLife's  products  and  services  in  development  and those of
CryoLife's  competitors  if  successfully  developed,  will  require  regulatory
approvals from the FDA and perhaps other regulatory  authorities before they may
be  commercially  distributed.  The  process of  obtaining  required  regulatory
approvals from the FDA normally  involves clinical trials and the preparation of
an extensive  premarket approval ("PMA") application and often takes many years.
The  process  is  expensive  and  can  vary  significantly  based  on the  type,
complexity  and  novelty  of the  product.  There can be no  assurance  that any
products  developed  by  CryoLife  or  its  competitors,   independently  or  in
collaboration with others, will receive the required approvals for manufacturing
and marketing.

     Delays in obtaining U.S. or foreign  approvals  could result in substantial
additional cost and adversely affect a company's competitive  position.  The FDA
may also place  conditions on product  approvals that could restrict  commercial
applications of such products.  Product marketing approvals or clearances may be
withdrawn  if  compliance  with  regulatory  standards is not  maintained  or if
problems occur following initial  marketing.  Delays imposed by the governmental
clearance  process may materially  reduce the period during which a company such
as CryoLife has the exclusive right to commercialize patented products.

     Also,  delays or  rejections  may be  encountered  during  any stage of the
regulatory approval process based upon the failure of the clinical or other data
to demonstrate  compliance with, or upon the failure of the product to meet, the
regulatory  agency's  requirements for safety,  efficacy and quality,  and those
requirements  may  become  more  stringent  due to changes  in  applicable  law,
regulatory agency policy or the adoption of new regulations. Clinical trials may


                                       13


also be delayed due to unanticipated side effects,  inability to locate, recruit
and qualify  sufficient numbers of patients,  lack of funding,  the inability to
locate or  recruit  clinical  investigators,  the  redesign  of  clinical  trial
programs,  the inability to manufacture or acquire sufficient  quantities of the
particular product or any other components required for clinical trials, changes
in development focus and disclosure of trial results by competitors.

     Even if  regulatory  approval  is  obtained  for any  products  or services
offered by CryoLife or one of its  competitors,  the scope of the  approval  may
significantly  limit the indicated usage for which such products or services may
be marketed.  Products or services marketed pursuant to FDA or foreign oversight
or approvals  are subject to  continuing  regulation.  In the U.S.,  devices and
biologics must be manufactured in registered establishments (and, in the case of
biologics,  licensed  establishments)  and must be produced in  accordance  with
Quality System Regulations.  Manufacturing  facilities and processes are subject
to periodic FDA inspection. Labeling and promotional activities are also subject
to  scrutiny  by the  FDA  and,  in  certain  instances,  by the  Federal  Trade
Commission.  The export of devices and  biologics is also subject to  regulation
and may  require  FDA  approval.  From  time to time,  the FDA may  modify  such
regulations,  imposing additional or different  requirements.  Failure to comply
with applicable FDA requirements,  which may be ambiguous, could result in civil
and  criminal  enforcement  actions,  warnings,  citations,  product  recalls or
detentions  and other  penalties  and could  have a material  adverse  effect on
CryoLife's business, financial condition, results of operations, and cash flows.
As noted above,  the FDA Order and subsequent FDA activity had, and may continue
to have such an effect.

     In addition,  The National  Organ  Transplant  Act ("NOTA")  prohibits  the
acquisition or transfer of human organs for "valuable  consideration" for use in
human   transplantation.   NOTA  permits  the  payment  of  reasonable  expenses
associated with the removal, transportation,  processing,  preservation, quality
control and storage of human organs.  There can be no assurance that restrictive
interpretations  of NOTA will not be adopted in the future  that will  challenge
one or more aspects of industry methods of charging for  preservation  services.
Laboratory  operations of CryoLife and its  competitors  are subject to the U.S.
Department  of  Labor,   Occupational  Safety  and  Health   Administration  and
Environmental  Protection  Agency  requirements  for prevention of  occupational
exposure to  infectious  agents and hazardous  chemicals  and  protection of the
environment.  Some states have enacted  statutes and  regulations  governing the
processing, transportation and storage of human organs and tissue.

     More restrictive state laws or regulations may be adopted in the future and
they could have a material  adverse  effect on  CryoLife's  business,  financial
condition, results of operations and cash flows.

UNCERTAINTIES  RELATED TO PATENTS AND PROTECTION OF  PROPRIETARY  TECHNOLOGY MAY
ADVERSELY AFFECT THE VALUE OF INTELLECTUAL PROPERTY

     CryoLife owns several patents, patent applications and licenses relating to
its technologies,  which it believes provide important  competitive  advantages.
There can be no assurance that CryoLife's pending patent applications will issue
as patents or that challenges will not be instituted  concerning the validity or
enforceability  of any patent owned by CryoLife,  or, if  instituted,  that such
challenges will not be successful. The cost of litigation to uphold the validity
and prevent  infringement of a patent could be substantial.  Furthermore,  there
can be no assurance that  competitors  will not  independently  develop  similar
technologies or duplicate CryoLife's  technologies or design around the patented
aspects of CryoLife's  technologies.  There can be no assurance that  CryoLife's
proposed technologies will not infringe patents or other rights owned by others.

     In addition,  under certain of CryoLife's license  agreements,  if CryoLife
fails to meet certain contractual obligations,  including the payment of minimum
royalty  amounts,  such  licenses may become  nonexclusive  or terminable by the
licensor,  which could have a material  adverse  effect on CryoLife's  business,
financial  condition,  results  of  operations,  and cash  flows.  Additionally,
CryoLife  protects  its  proprietary  technologies  and  processes  in  part  by
confidentiality  agreements  with  its  collaborative  partners,  employees  and
consultants.  There  can be no  assurance  that  these  agreements  will  not be
breached,  that  CryoLife  will have  adequate  remedies  for any breach or that
CryoLife's  trade  secrets  will not  otherwise  become  known or  independently
discovered by competitors,  any of which could have a material adverse effect on
CryoLife's business, financial condition, results of operations, and cash flows.



                                       14


UNCERTAINTIES  REGARDING FUTURE HEALTH CARE  REIMBURSEMENT MAY AFFECT THE AMOUNT
AND TIMING OF REVENUES

     Even though CryoLife does not receive  payments  directly from  third-party
health care payors,  their reimbursement  methods and policies impact demand for
CryoLife's  cryopreserved  tissue and other  services and  products.  CryoLife's
preservation  services with respect to its cardiac,  vascular,  and  orthopaedic
tissues  may  be  particularly   susceptible  to  third-party  cost  containment
measures. For example, the initial cost of a cryopreserved allograft heart valve
generally exceeds the cost of a mechanical,  synthetic or animal-derived  valve.
CryoLife is unable to predict  what  changes  will be made in the  reimbursement
methods and policies utilized by third-party  health care payors or their effect
on CryoLife.

     Changes in the  reimbursement  methods and policies utilized by third-party
health care payors,  including Medicare,  with respect to cryopreserved  tissues
provided for implant by CryoLife and other Company services and products,  could
have a material adverse effect on CryoLife. Significant uncertainty exists as to
the reimbursement status of newly approved health care products and services and
there can be no assurance that adequate  third-party  coverage will be available
for  CryoLife  to  maintain  price  levels  sufficient  for  realization  of  an
appropriate return on its investment in developing new products.

     Government,  hospitals,  and  other  third-party  payors  are  increasingly
attempting to contain  health care costs by limiting both coverage and the level
of  reimbursement  for new  products  approved  for  marketing by the FDA and by
refusing in some cases to provide any coverage for uses of approved products for
indications for which the FDA has not granted  marketing  approval.  If adequate
coverage  and  reimbursement  levels are not  provided by  government  and other
third-party  payors for uses of  CryoLife's  new products and  services,  market
acceptance of these  products  would be adversely  affected,  which could have a
material adverse effect on CryoLife's business,  financial condition, results of
operations and cash flows.

RAPID TECHNOLOGICAL CHANGE COULD CAUSE SERVICES AND PRODUCTS TO BECOME OBSOLETE

     The technologies  underlying  products and services offered by CryoLife and
its  competitors  are  subject  to  rapid  and  profound  technological  change.
Competition  intensifies as technical advances in each field are made and become
more  widely  known.  There can be no  assurance  that  others  will not develop
products  or  processes  with  significant  advantages  over  the  products  and
processes  that  CryoLife or a competitor  offers or is seeking to develop.  Any
such occurrence could have a material adverse effect on the business,  financial
condition, results of operations, and cash flows of CryoLife or its competitors.

                    RISKS RELATED TO CRYOLIFE'S COMMON STOCK

SECURITIES  PRICES FOR  CRYOLIFE  SHARES  HAVE  BEEN,  AND MAY  CONTINUE  TO BE,
VOLATILE


     The  trading  price of  CryoLife's  common  stock has been  subject to wide
fluctuations  recently and may continue to be subject to such  volatility in the
future.  Trading  price  fluctuations  can be caused by a  variety  of  factors,
including  regulatory  actions such as the FDA Order,  recent product  liability
claims,   variations  in  operating   results,   announcement  of  technological
innovations  or  new  products  by  CryoLife  or its  competitors,  governmental
regulatory  acts,  developments  with respect to patents or proprietary  rights,
general conditions in the medical device or service industries, actions taken by
government  regulators,  changes in earnings estimates by securities analysts or
other  events  or  factors,  many of which are  beyond  CryoLife's  control.  If
CryoLife's  revenues  or  operating  results in future  quarters  fall below the
expectations  of  securities  analysts and  investors,  the price of  CryoLife's
common stock would likely decline further, perhaps substantially. Changes in the
trading  price of  CryoLife's  common  stock may bear no relation to  CryoLife's
actual operational or financial results.  If CryoLife's share prices do not meet
the  requirements  of the New York  Stock  Exchange,  CryoLife's  shares  may be
delisted.  CryoLife's  closing stock price in the period  January 1, 2002 to May
13, 2004 has ranged from a high of $31.31 to a low of $1.89.




                                       15


ANTI-TAKEOVER  PROVISIONS  MAY  DISCOURAGE OR MAKE MORE  DIFFICULT AN ATTEMPT TO
OBTAIN CONTROL OF CRYOLIFE

     CryoLife's Articles of Incorporation and Bylaws contain provisions that may
discourage  or make more  difficult  any  attempt by a person or group to obtain
control of CryoLife,  including provisions authorizing the issuance of preferred
stock  without  shareholder  approval,  restricting  the  persons who may call a
special meeting of the  shareholders  and prohibiting  shareholders  from taking
action  by  written  consent.  In  addition,  CryoLife  is  subject  to  certain
provisions of Florida law that may  discourage or make more  difficult  takeover
attempts or  acquisitions  of  substantial  amounts of CryoLife's  common stock.
Further,  pursuant to the terms of a  shareholder  rights plan  adopted in 1995,
each  outstanding  share of common stock has one attached right. The rights will
cause  substantial  dilution of the ownership of a person or group that attempts
to acquire CryoLife on terms not approved by the Board of Directors and may have
the effect of deterring hostile takeover attempts.

DIVIDENDS ARE NOT LIKELY TO BE PAID IN THE FORESEEABLE FUTURE

     CryoLife  has not  paid,  and  does  not  presently  intend  to  pay,  cash
dividends.  Future credit agreements may contain financial covenants,  including
covenants to maintain  certain levels of net worth and certain  leverage ratios,
which could have the effect of restricting the amount of dividends that CryoLife
may  pay.  It is not  likely  that  any  cash  dividends  will  be  paid  in the
foreseeable future.





                                       16


                           FORWARD LOOKING STATEMENTS

     This  prospectus,  and the  information  incorporated  herein by reference,
contains forward-looking  statements and information made or provided by us that
are based on the beliefs of our management as well as estimates and  assumptions
made  by and  information  currently  available  to our  management.  The  words
"could,"  "may,"  "might,"  "will,"  "would,"  "shall,"  "should,"  "pro forma,"
"potential," "pending," "intend," "believe," "expect," "anticipate," "estimate,"
"plan,"   "future"   and   other   similar   expressions    generally   identify
forward-looking  statements,  including,  in  particular,  statements  regarding
future services, market expansion and pending litigation.  These forward-looking
statements  are made  pursuant  to the safe  harbor  provisions  of the  Private
Securities  Litigation Reform Act of 1995.  Investors are cautioned not to place
undue  reliance  on  these  forward-looking  statements,  which  are as of their
respective  dates.  Such  forward-looking  statements  reflect  the views of our
management at the time such  statements  are made and are subject to a number of
risks, uncertainties,  estimates and assumptions, including, without limitation,
in addition to those identified in the text  surrounding such statements,  those
identified under "Risk Factors" and elsewhere in this prospectus.

     All statements,  other than statements of historical facts, included herein
that address  activities,  events or  developments  that the Company  expects or
anticipates  will or may occur in the future,  are  forward-looking  statements,
including statements regarding:

     o    the impact of recent accounting pronouncements;

     o    adequacy of product liability insurance to defend against lawsuits;

     o    the outcome of lawsuits filed against the Company;

     o    the  impact of the FDA Order and  subsequent  FDA  activity  on future
          revenues, profits and business operations;

     o    the effect of the FDA Order and  subsequent  FDA  activity on sales of
          BioGlue;

     o    future tissue procurement levels;

     o    expected future impact of BioGlue on revenues;

     o    the impact of the FDA's Form 483 Notices of Observation;


     o    the estimates of the amounts  accrued for the  retention  levels under
          the Company's product liability and directors' and officers' insurance
          policies,  as well as the estimates of the amounts accrued for product
          loss claims incurred but not reported;


     o    future costs of human tissue preservation services;

     o    changes in liquidity and capital resources;

     o    the outcome of any evaluation of allograft heart valves by the FDA;

     o    the Company's competitive position;

     o    estimated  dates  relating  to  the  Company's   proposed   regulatory
          submissions;

     o    the Company's expectations regarding the adequacy of current financing
          arrangements;

     o    product demand and market growth;



                                       17


     o    the  potential  of the ACT for use in cancer  therapies,  fibrinolysis
          (blood clot dissolving), and other drug delivery applications;

     o    the  impact on the  Company of  adverse  results of surgery  utilizing
          tissue processed by it;

     o    the expected receipt of tax refunds; and

     o    other statements  regarding  future plans and strategies,  anticipated
          events or trends.

     These statements are based on certain  assumptions and analyses made by the
Company in light of its  experience  and its  perception of  historical  trends,
current conditions, and expected future developments as well as other factors it
believes are appropriate in the circumstances.  However,  whether actual results
and developments will conform with the Company's expectations and predictions is
subject to a number of risks and uncertainties  which could cause actual results
to differ materially from the Company's expectations, including the risk factors
discussed in this  prospectus  and other  factors,  many of which are beyond the
control of CryoLife. Consequently, all of the forward-looking statements made in
this prospectus are qualified by these cautionary statements and there can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected  consequences  to  or  effects  on  the  Company  or  its  business  or
operations.  The  Company  assumes no  obligation  to update  publicly  any such
forward-looking  statements,  whether  as a result  of new  information,  future
events, or otherwise.

                                 USE OF PROCEEDS

     This  prospectus  relates to the offer and sale of our common  stock by the
shareholders named herein. We will not receive any proceeds from the sale of the
common stock. We will pay all expenses related to the registration of the common
stock except  underwriting  discounts and  commissions  and fees and expenses of
counsel for the selling shareholders.

                              SELLING SHAREHOLDERS


     The  shareholders  named  below have  contractual  rights  requiring  us to
register the resale of their shares. The following table states the name of each
shareholder who may sell under this prospectus  and, for each  shareholder,  the
number of shares of our common stock  beneficially owned as of May 10, 2004, and
the percentage of our stock that number  represents;  the number of shares which
may be sold using this prospectus; and the number of shares of common stock that
will be beneficially  owned after the completion of this offering  (assuming the
sale of all shares offered),  and the percentage of our common stock that number
represents.




                                       18




                                                                                                 
                                                BENEFICIAL OWNRSHIP PRIOR                          BENEFICIAL OWNERSHIP AFTER
                                                    TO THE OFFERING              NUMBER OF               THE OFFERING (1)
                                               -----------------------------      SHARES           ----------------------------
NAMES OF  SHAREHOLDERS                            SHARES        PERCENTAGE        OFFERED            SHARES       PERCENTAGE
                                               -------------    ------------    ---------------    ---------    ---------------

Atlas Equity I, Ltd. (2).....................       250,000        1.1%                250,000        0               *
BlackRock Funds, Small Cap Growth Equity
  Portfolio (3) (10).........................       757,500        3.3%                600,000     157,500            *
Capital Ventures International (4)...........       500,000        2.2%                500,000        0               *
Deephaven Small Cap Growth Fund LLC (5) (10).       400,000        1.7%                400,000        0               *
MFS Series I Trust on behalf of MFS New
  Discovery Fund (NDF) (6) (10)..............       569,200        2.5%                119,500     449,700          1.9%
MFS/Sun Life Trust Series on behalf of New
  Discovery Series (NWD) (6) (10)............       106,600         *                   22,000      84,600            *
MFS Variable Insurance Trust on behalf of
  MFS New Discovery Series (VND) (6) (10)....       218,100         *                   48,500     169,600            *
The Riverview Group LLC (7) (10).............       160,000         *                  160,000        0               *
Smithfield Fiduciary LLC (8 (10).............       994,800        4.3%                944,000      50,800            *
UBS O'Connor LLC f/b/o O'Connor PIPES
  Corporate Master Strategies Ltd. (9).......       400,000        1.7%                400,000        0               *


__________________


*Less than 1% of the outstanding shares

(1) Assumes that all common stock  offered will be sold,  that we will not issue
additional  shares  before the offering is completed,  and that the  shareholder
will not acquire more shares, or sell shares, before completion of the offering.


(2) Balyasny Asset Management,  L.P.  ("Balyasny") is the investment  manager of
Atlas Equity I, Ltd. ("Atlas"). Balyasny has discretionary authority to vote and
dispose of the shares  held by Atlas and may be deemed to  beneficially  own the
shares held by Atlas. By virtue of his majority ownership of the equity interest
in Balyasny, Dmitry Balyasny may be deemed to beneficially own the shares of the
Company's common stock beneficially owned by Atlas. The address for Balyasny and
Dmitry Balyasny is 181 W. Madison,  Suite 3600,  Chicago, IL 60602, Attn: Dmitry
Balyasny.


(3) BlackRock Funds is a registered  investment company.  Its investment manager
is BlackRock Advisors,  Inc., a registered  investment adviser.  The address for
this  shareholder  is  c/o  BlackRock  Advisors,  Inc.,  100  Bellevue  Parkway,
Wilmington, DE 19809, Attn: Thomas Downey.

(4) Heights Capital  Management,  Inc., the authorized agent of Capital Ventures
International  ("CVI"),  has discretionary  authority to vote and dispose of the
shares held by CVI and may be deemed to be the beneficial owner of these shares.
Martin  Kobinger,  in his  capacity  as  Investment  Manager of Heights  Capital
Management,  Inc., may also be deemed to have  investment  discretion and voting
power over the shares held by CVI. Mr.  Kobinger  disclaims any such  beneficial
ownership  of the  shares.  The  business  address for this  shareholder  is 425
California Street, Suite 1100, San Francisco, CA 94104.


(5)  Deephaven  Small Cap Growth Fund LLC is a private  investment  fund that is
owned by all of its investors and managed by Deephaven  Capital  Management LLC.
Deephaven  Capital  Management  LLC,  of which  Mr.  Colin  Smith  is the  Chief
Executive  Officer,  has voting and investment  control over the shares that are
owned by Deephaven  Small Cap Growth Fund LLC. The address for this  shareholder
is 130 Chesire Lane, Suite 102, Mennetonka, MN 55305, Attn: Jared R. Lewis.


(6) These shareholders have appointed  Massachusetts Financial Services Company,
d/b/a  MFS  Investment  Management  ("MFS")  as  their  investment  adviser.  As
investment  adviser,  MFS has sole voting and  investment  power over all of the
shares  beneficially  held by these  shareholders.  As of May 10, 2004, MFS or a
subsidiary  of MFS,  as  investment  adviser and not  beneficially,  had sole or
shared voting and/or  investment power over, in the aggregate,  1,400,210 shares
on behalf of these and other client  accounts  for which MFS or a subsidiary  of
MFS acts as investment  adviser.  The address for all of these  shareholders (or
the investment  adviser) is c/o Massachusetts  Financial  Services Company,  500
Boylston Street, Boston, Massachusetts 02116.




                                       19


(7) The sole member of Riverview is Millennium  Holding Group,  L.P., a Delaware
limited partnership ("Holding").  Millennium Management, LLC, a Delaware limited
liability company ("Millennium Management"),  is the general partner of Holding.
Israel A. Englander ("Mr.  Englander") is the sole managing member of Millennium
Management.  The  foregoing  should  not be  construed  in and of  itself  as an
admission  by any of  Holding,  Millennium  Management  or Mr.  Englander  as to
beneficial  ownership  of the shares  owned by  Riverview.  The address for this
shareholder  is 666 Fifth Avenue,  8th Floor,  New York, NY 10103,  Attn:  Terry
Feeney.

(8)  Highbridge  Capital  Management,  LLC is the trading  manager of Smithfield
Fiduciary LLC and consequently has voting control and investment discretion over
securities held by Smithfield.  Glenn Dubin and Henry Swieca control Highbridge.
Each of Highbridge,  Glenn Dubin and Henry Swieca disclaims beneficial ownership
of the securities  held by Smithfield.  The address for this  shareholder is c/o
Highridge Capital  Management LLC, 9 West 57th Street,  27th Floor, New York, NY
10019, Attn: Ari J. Storch/Adam J. Chill.

(9) UBS  O'Connor  LLC ("UBS") is the  investment  manager  for PIPES  Corporate
Strategies  Master Ltd (the selling  security  holder),  which is a wholly owned
subsidiary of UBS AG which is traded on NYSE.  UBS AG is the managing  member of
UBS,  and in  that  capacity  directs  its  operations.  The  address  for  this
shareholder is 1 North Wacker Drive, 32nd Floor, Chicago,  Illinois 60606, Attn:
Jeff Richmond.


(10) This selling  shareholder has represented to CryoLife that,  although it is
affiliated  with a broker or  dealer,  the  selling  shareholder  purchased  the
securities  shown in the  ordinary  course of  business,  and at the time of the
purchase  of the  securities,  the  selling  shareholder  had no  agreements  or
understandings,  directly  or  indirectly,  with any  person to  distribute  the
securities.



                              PLAN OF DISTRIBUTION

     The  shareholders  named  herein may offer and sell shares of common  stock
offered  by this  prospectus  during  the two year  period  ending on the second
anniversary  of the closing of the private  placement of our common stock in one
or more of the following transactions:

     o    on The New York Stock  Exchange  or any other  securities  exchange or
          quotation service that lists the common stock for trading;

     o    in the over-the-counter market;

     o    in   transactions   other   than   on   such   exchanges   or  in  the
          over-the-counter market;

     o    in negotiated transactions;

     o    through the writing of options,  whether such options are listed on an
          options exchange or otherwise;

     o    ordinary   brokerage   transactions  and  transactions  in  which  the
          broker-dealer solicits purchasers;

     o    block  trades  in which the  broker-dealer  will  attempt  to sell the
          shares as agent but may  position and resell a portion of the block as
          principal to facilitate the transaction;

     o    purchases  by  a   broker-dealer   as  principal  and  resale  by  the
          broker-dealer for its account;

     o    an  exchange   distribution  in  accordance  with  the  rules  of  the
          applicable exchange;

     o    privately negotiated transactions;

     o    short sales,  swaps, or other derivative  shares at a stipulated price
          per share;

     o    pursuant to Rule 144; and



                                       20


     o    a combination of any such methods of sale.

     The  selling  shareholders  may offer and sell the  shares  using any other
method  permitted  pursuant to applicable law. The named  shareholders  may sell
their shares at market prices  prevailing at the time of sale, at prices related
to such prevailing market prices,  at negotiated prices or at fixed prices.  The
transactions  listed above may include block  transactions.  These  shareholders
have  advised  us that  they  have no  arrangements  with  any  underwriters  or
broker-dealers  relating  to the  distribution  of the  shares  covered  by this
prospectus.

     The  shareholders  may  sell  their  shares  directly  to  purchasers,  use
broker-dealers  to sell their shares or may sell their shares to  broker-dealers
acting  as  principals.  If this  happens,  broker-dealers  may  either  receive
discounts or commissions from the shareholders,  or they may receive commissions
from  purchasers  of  shares  for whom  they  acted  as  agents,  or both.  If a
broker-dealer  purchases shares as a principal, it may resell the shares for its
own  account  under  this  prospectus.  We will  pay all  registration  fees and
expenses for the common stock offered by this prospectus.

     The  shareholders  and  any  underwriter,  agent,  broker  or  dealer  that
participates  in sales of common stock offered by this  prospectus may be deemed
"underwriters"  within the meaning of Section 2(11) under the  Securities Act of
1933 and any  discounts,  concessions,  commissions or fees received by them and
any  profit  on the  resale  of the  securities  sold by them may be  considered
underwriting  discounts or commissions  under the Securities Act. We have agreed
to indemnify the shareholders named herein against certain  liabilities  arising
under the Securities Act from sales of common stock.  Selling  shareholders  may
agree to indemnify  any agent,  broker or dealer that  participates  in sales of
common stock against  liabilities arising under the Securities Act from sales of
common stock.

     The selling shareholders and any underwriter,  agent, broker or dealer that
participates in sales of common stock offered by this prospectus will be subject
to the prospectus delivery requirements of the Securities Act, which may include
delivery through the facilities of The New York Stock Exchange  pursuant to Rule
153 under the Securities Act.

     The selling  shareholders  and other persons  participating  in the sale or
distribution  of the securities  may be subject to applicable  provisions of the
Securities  Exchange  Act of 1934,  as  amended,  and the rules and  regulations
promulgated under the Exchange Act, including  Regulation M. Under Regulation M,
in connection with a distribution of securities  effected by or on behalf of the
selling  security  holder,  it is unlawful  for such person,  or any  affiliated
purchaser of such  person,  directly or  indirectly,  to bid for,  purchase,  or
attempt to induce any person to bid for or purchase,  a covered  security during
the  applicable   restricted   period.   These   restrictions   may  affect  the
marketability  of the  securities  and the  ability  of any  person or entity to
engage in  market-making  activities with respect to the securities.  Generally,
Regulation  M provides an  exemption  from these  restrictions  if the  CryoLife
common stock has a public  float of at least $150  million and an average  daily
trading volume of at least $1 million for a 60  consecutive  calendar day period
ending within 10 days preceding the  determination  of the offering price in any
distribution  of the shares under this  registration  statement.  However,  this
exemption  does not  apply to any  selling  shareholder  who is  deemed to be an
affiliate of CryoLife at the time of the distribution.

     In addition,  the selling shareholders may from time to time sell short our
common  stock and,  in such  instances,  this  prospectus  may be  delivered  in
connection  with such short sales and the shares of common stock  offered  under
this  prospectus  may be used to cover such  short  sales.  Any short  sales and
purchases  to  cover  short  positions  may  be  subject  to  the  Regulation  M
restrictions mentioned above.

     Instead of selling  common stock under this  prospectus,  shareholders  may
sell  common  stock in  compliance  with the  provisions  of Rule 144  under the
Securities Act, if available.

     With respect to a particular  offering of the common  stock,  to the extent
required,  an  accompanying   prospectus   supplement  or,  if  appropriate,   a
post-effective  amendment to the registration statement of which this prospectus
is a part will be prepared and will set forth the following information:

     o    the specific shares of common stock to be offered and sold;

     o    the names of the selling shareholders;



                                       21


     o    the respective  purchase  prices and public  offering prices and other
          material terms of the offering;

     o    the names of any participating agents, broker-dealers or underwriters;
          and

     o    any applicable  commissions,  discounts,  concessions  and other items
          constituting compensation from the selling shareholders.

     In addition,  upon CryoLife being notified by a selling  shareholder that a
permitted  transferee  to  which  the  right  to  utilize  this  prospectus,  as
determined  in  accordance  with the stock  purchase  agreements  which  granted
registration rights to the selling shareholders, has been transferred intends to
sell more than 500 shares,  a post  effective  amendment or  supplement  to this
prospectus will be filed, as appropriate.

     Shareholders who sell shares using this prospectus may also include persons
who obtain  common stock from one of the named  shareholders  as a gift,  for no
consideration  upon  dissolution  of  a  corporation,   partnership  or  limited
liability company, on foreclosure of a pledge or in another private transaction;
provided,  however, that if a permitted transferee intends to sell more than 500
shares  of such  CryoLife  common  stock,  the  filing of a  supplement  to this
prospectus will be required.




                                       22



                          DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK


     The Company is authorized to issue up to 75,000,000 shares of Common Stock,
$.01 par value, and 5,000,000  shares of Preferred Stock,  $.01 par value. As of
April 23, 2004, there were 23,251,881 shares of Common Stock outstanding held by
approximately  434  shareholders  of record  and no shares  of  Preferred  Stock
outstanding.


     The  following  summary is  qualified  in its  entirety by reference to the
Company's Amended and Restated Articles of Incorporation,  the Company's Bylaws,
as amended, and the Florida Business Corporation Act (the "FBCA").

COMMON STOCK

     Holders of Common  Stock are entitled to one vote per share of Common Stock
held of record on all  matters  to be voted upon by the  Company's  shareholders
generally. Holders of Common Stock are not entitled to cumulative voting rights.
As a result,  the holders of a majority of the shares of Common Stock voting for
the  election of  directors  may elect all of the  Company's  directors  if they
choose to do so,  and, in such event,  the  holders of the  remaining  shares of
Common  Stock  will not be able to elect any  person or  persons to the Board of
Directors. See "Selling Shareholders."

     Holders of Common Stock are entitled to receive,  on a pro rata basis, such
dividends and distributions, if any, as may be declared from time to time by the
Board of  Directors  out of funds  legally  available  therefor,  subject to any
preferential  dividend right of any issued and  outstanding  shares of Preferred
Stock.  In the event of  liquidation,  dissolution or winding up of the Company,
after  payment of  creditors,  holders  of Common  Stock are  entitled  to share
ratably in all assets,  subject to the payment of any liquidation  preference of
any issued and outstanding shares of Preferred Stock. The shares of Common Stock
currently outstanding are validly issued, fully paid and non-assessable.

PREFERRED STOCK

     The Board of Directors of the Company is empowered, without approval of the
Company's  shareholders,  to cause  shares of  Preferred  Stock (the  "Preferred
Stock") to be issued in one or more series and to fix and determine the relative
rights and  preferences of the shares of any such series,  subject to the limits
of Florida law.  Because the Board of Directors  has the power to establish  the
preferences  and rights of each series,  it may afford the holders of any series
of Preferred Stock preferences,  powers and rights, voting or otherwise,  senior
to the rights of holders of Common Stock.  The issuance of Preferred Stock could
have the effect of delaying or  preventing a change in control of CryoLife.  The
Board of Directors has no present plans to issue any shares of Preferred Stock.

STOCK OPTIONS

     As of December 31, 2003, the Company has issued and outstanding  options to
purchase an aggregate of 2,523,000  shares of Common Stock (net of  forfeitures,
expirations and  cancellations)  pursuant to its Stock Option Plans, at exercise
prices between $2.20 and $31.99. Of such options,  approximately  1,293,000 were
exercisable as of December 31, 2003.

ARTICLES OF INCORPORATION AND BYLAWS

     Certain  provisions  of the  Articles  of  Incorporation  and Bylaws of the
Company,  which are  summarized  below,  could have the effect of making it more
difficult to change the  composition of the Company's  Board of Directors or for
any person or entity to acquire control of the Company.



                                       23


SPECIAL MEETINGS

     Pursuant to the Company's  Articles of  Incorporation  and Bylaws,  special
meetings of the shareholders may be called only by the President or Secretary at
the request in writing of a majority of the Board of Directors then in office or
at the request in writing of shareholders  owning not less than 50% of all votes
entitled to be cast at the special meeting.

PROHIBITION OF SHAREHOLDER ACTION WITHOUT MEETING

     Under the Company's  Articles of  Incorporation,  the  shareholders may not
take  action by  written  consent.  Any and all  action by the  shareholders  is
required  to be  taken  at the  annual  shareholders'  meeting  or at a  special
shareholders' meeting. See "Risk Factors--Anti-Takeover Provisions."

ANTI-TAKEOVER STATUTES

     The Company is subject to several anti-takeover provisions of the FBCA that
apply to a public corporation organized under Florida law unless the corporation
has elected to opt out of such  provision  in its Articles of  Incorporation  or
(depending on the provision in question) its Bylaws. The Company has not elected
to opt out of these  provisions.  The Common  Stock of the Company is subject to
the "affiliated  transaction" and "control-share  acquisition" provisions of the
FBCA, which are Sections 607.0901 and 607.0902,  respectively.  These provisions
provide that, subject to certain exceptions, an "affiliated transaction" must be
approved  by the holders of  two-thirds  of the voting  shares  other than those
beneficially  owned by an  "interested  shareholder"  and that "control  shares"
acquired  in  specified  shareholders,  excluding  holders of shares  defined as
"interested  shares." These provisions of the FBCA may have the effect of making
it more  difficult for any person or group to acquire the Company or substantial
amounts  of  the  Company's  Common  Stock.  See  "Risk   Factors--Anti-Takeover
Provisions."

ABILITY TO CONSIDER OTHER CONSTITUENCIES

     The  Directors  of the Company are subject to the  "general  standards  for
Directors"  provisions  set  forth  in  Section  607.0830  of  the  FBCA.  These
provisions  provide that,  among other things,  in discharging his or her duties
and  determining  what is in the best  interests of the Company,  a Director may
consider such factors as the Director  deems  relevant,  including the long-term
prospects  and  interests of the Company and its  shareholders,  and the social,
economic,  legal or other  effects  of any  proposed  action  on the  employees,
suppliers  or customers of the  Company,  the  communities  in which the Company
operates  and the  economy in  general.  Consequently,  in  connection  with any
proposed  corporate  action,  the Board of  Directors  is  empowered to consider
interests of other  constituencies in addition to the interests of the Company's
shareholders.  Shareholders should be aware that Directors who take into account
these  other  factors  may  make  decisions  which  are less  beneficial  to the
shareholders than if the law did not permit consideration of such other factors.

SHAREHOLDER RIGHTS PLAN

     In November  1995,  the Board of  Directors  of the Company  established  a
rights plan, pursuant to which one preferred share purchase right (a "Right") is
attached to each outstanding share of Common Stock. The description and terms of
the Rights are set forth in a Rights  Agreement  dated as of November  27, 1995,
between the Company and  Chemical  Mellon  Shareholder  Services,  the  original
"Rights  Agent." The  agreement  was amended  effective  June 1, 1997,  when the
Company's  Board appointed  American Stock Transfer and Trust Company  successor
Rights Agent.

     Each Right currently entitles the registered  holder,  upon a "Distribution
Date" (defined below), to purchase from the Company .0333 of a share of Series A
Junior  Participating  Preferred Stock, par value $.01 per share (the "Preferred
Stock") for $100.00,  subject to adjustment as described below. In addition,  if
any person or group of  affiliated or  associated  persons  becomes an Acquiring
Person (defined below),  each Right, other than Rights beneficially owned by the
Acquiring  Person (which will thereafter be void),  will thereafter  entitle its
holder to receive upon exercise (in lieu of Preferred  Stock) a number of shares
of Company Common Stock having a market value of two times the exercise price of
the Right.  After  accounting for the Company's 1996 and 2000 stock splits,  the
exercise  price  would be $33.33,  subject to further  adjustment  upon  certain
events.



                                       24


     Currently,  each  Right is  non-exercisable  and is  evidenced  only by the
certificate  of Common  Stock to which it is  attached.  The Rights  will not be
exercisable  and  will  not  be  evidenced  by  separate   certificates  ("Right
Certificates") until the Distribution Date. Certificates will be issued upon the
"Distribution Date," which will occur on the earlier of:

     o    10 days  following  a public  announcement  that a person  or group of
          affiliated or associated persons (an "Acquiring  Person") has acquired
          beneficial  ownership of 15% or more of the outstanding  Common Stock;
          or

     o    10 business days following the  commencement of, or announcement of an
          intention to make, a tender offer or exchange  offer the  consummation
          of which would cause the offeror to become an Acquiring Person (except
          that the Board of  Directors  may  extend the  10-business-day  period
          before a person or group becomes an Acquiring Person).

Until the Distribution Date (or earlier redemption or expiration of the Rights),
the Rights are  transferable  only with the Common  Stock.  During this  period,
newly  issued  Common Stock  certificates  contain a legend that  evidences  the
Right,  and transfer of any  certificate  for Common Stock also  constitutes the
transfer of the Rights  associated  with the Common  Stock  represented  by such
certificate.

     Upon the Distribution Date, Right Certificates will be mailed to holders of
record of the Common Stock as of the close of business on the Distribution Date.
From that date, all Rights will be evidenced by Right Certificates and generally
exercisable.  The Rights  will  expire on  November  27,  2005 (the  "Expiration
Date"),  unless the Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company.

     The Purchase  Price payable and the number of shares of Preferred  Stock or
other securities or property issuable upon exercise of the Rights are subject to
adjustment  from time to time (to prevent  dilution)  upon any of the  following
events:

     o    a stock dividend on, or a subdivision, combination or reclassification
          of, the Preferred Stock;

     o    the grant to  holders  of the  Preferred  Stock of  certain  rights or
          warrants to subscribe for or purchase  Preferred  Stock at a price, or
          securities  convertible  into Preferred Stock with a conversion  price
          less than the then-current market price of the Preferred Stock; or

     o    upon the  distribution  to holders of the Preferred Stock of evidences
          of indebtedness or assets  (excluding  regular periodic cash dividends
          paid out of  earnings or retained  earnings  or  dividends  payable in
          Preferred  Stock) or of  subscription  rights or warrants  (other than
          those referred to above).

With certain  exceptions,  no adjustment in the Purchase  Price will be required
until  cumulative  adjustments  require  an  adjustment  of at  least 1% in such
Purchase Price.

     The number of  outstanding  Rights  and the  number of shares of  Preferred
Stock issuable upon exercise of each Right (presently .0333 of a share) are also
subject to adjustment in the event of:

     o    a stock split of the Common Stock;

     o    a stock dividend on the Common Stock payable in Common Stock; or

     o    subdivision, consolidation or combination of the Common Stock.

Such  adjustments  are made  only if the  triggering  event  occurs  before  the
Distribution  Date. Such an adjustment was made following the Company's 1996 and
2000  stock  splits.  Currently,  there is one Right  attached  to each share of
Common  Stock,  and each Right  entitles  its  holder,  after the Rights  become
exercisable, to purchase .0333 of a share of Preferred Stock. The exercise price
payable to acquire Common Stock is also subject to adjustment.  Currently,  each


                                       25


Right  entitles its holder to  purchase,  after the Rights  become  exercisable,
$66.66 worth of Common Stock for $33.33.

     Shares of Preferred Stock will not be redeemable.  The Preferred Stock will
be entitled to a  preferential  quarterly  dividend equal to the greater of $.10
per share and (after adjustment for the stock splits)  approximately  3.33 times
the dividend  declared per share of Common Stock.  In the event of  liquidation,
any  holders  of  the  Preferred  Stock  will  be  entitled  to  a  preferential
liquidation  payment equal to the greater of $10.00 per share and  approximately
3.33 times the payment made per share of Common  Stock.  Each share of Preferred
Stock will be entitled to one vote,  voting  together with the Common Stock.  In
the event of any merger,  consolidation  or other  transaction  in which  Common
Stock is exchanged,  Preferred  Stock will be entitled to receive  approximately
3.33 times the amount received per share of Common Stock.

     Based  on the  terms  of  the  Preferred  Stock,  including  its  dividend,
liquidation and voting rights,  the value of .0333 of a share of Preferred Stock
(before  stock splits or other  adjustments)  purchasable  upon exercise of each
Right should approximate the value of one share of Common Stock.

     If the  Company  is  acquired  in a merger  or other  business  combination
transaction,  or if 50% or more of its  consolidated  assets or earning power is
sold after a person or group has become an "Acquiring  Person," proper provision
will be made so that each  holder of a Right,  other  than  Rights  beneficially
owned by the Acquiring  Person (which will thereafter be void),  will thereafter
have the  right  to  receive,  upon the  exercise  thereof  at the then  current
exercise  price of the  Right,  that  number of  shares  of common  stock of the
acquiring company which at the time of such transaction will have a market value
of two times the exercise price of the Right.

     At any time after any person or group becomes an Acquiring Person and prior
to the  acquisition  by such  person or group of 50% or more of the  outstanding
Common Stock of the Company,  the Board of Directors of the Company may exchange
the Rights  (other  than  Rights  owned by such  person or group which will have
become void),  in whole or in part, at an exchange  ratio of one share of Common
Stock per Right.

     The Company is not obligated to issue fractional  shares of Preferred Stock
(other  than  fractions  which are  integral  multiples  of one  one-tenth  of a
Preferred Share). If the Company issues fractional shares of Preferred Stock, it
may issue depositary  receipts to represent such fractional  shares. The Company
may also  provide  in lieu of  fractional  shares an amount of cash based on the
market price of the Preferred Stock on the last trading day prior to the date of
exercise.

     At any time prior to the  acquisition by a person or group of affiliated or
associated  persons of  beneficial  ownership of 15% or more of the  outstanding
Common  Stock,  the Board of  Directors  of the Company may redeem the Rights in
whole,  but not in  part.  The  "Redemption  Price,"  after  adjustment  for the
Company's stock splits, is approximately  $.00033 per Right,  subject to further
adjustment for future stock splits,  stock  dividends and similar  transactions.
The  redemption of the Rights may be made effective at such time, on such basis,
and with such  conditions as the Board of Directors in its sole  discretion  may
establish.  Immediately upon any redemption of the Rights, the right to exercise
the Rights  will  terminate  and the only right of the  holders of Rights,  with
respect to the Rights, will be to receive the Redemption Price.

     The terms of the Rights may be  amended  by the Board of  Directors  of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain  beneficial  ownership  thresholds  described above to not less
than the sum of .001%  and the  largest  percentage  of the  outstanding  Common
Shares then known to the Company to be beneficially owned by any person or group
of affiliated or associated persons, except that from and after such time as any
person or group of affiliated or associated  persons becomes an Acquiring Person
no such  amendment  may  adversely  affect the  interests  of the holders of the
Rights.  Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

     The description of the Rights contained herein is qualified in its entirety
by reference to the Rights  Agreement,  which is  incorporated by reference into
the registration statement of which this Prospectus forms a part.



                                       26


TRANSFER AGENT AND REGISTRAR

     The Transfer  Agent and  Registrar  for the Common Stock is American  Stock
Transfer & Trust Company. It is located at 40 Wall Street, 46th Floor, New York,
NY 10005, and its telephone number is (718) 921-8200.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file  annual,  quarterly  and  current  reports,  proxy and  information
statements and other information with the Securities and Exchange Commission. We
have filed a  registration  statement on Form S-3 with the SEC to register under
the Securities Act the common stock offered hereby. This prospectus  constitutes
a part of that  registration  statement.  As  allowed by the SEC's  rules,  this
prospectus does not contain all the  information  set forth in the  registration
statement, certain parts of which have been omitted in accordance with the rules
and  regulations  of the SEC.  Please refer to the  registration  statement  and
related  exhibits and schedules  filed  therewith for further  information  with
respect to us and the common  stock  offered  hereby.  Although  the  prospectus
describes the material  provisions of documents  referenced  herein and filed as
exhibits,  statements  contained  herein  concerning  the provisions of any such
document are not necessarily  complete.  In each instance,  reference is made to
the copy of such document filed as an exhibit to the  registration  statement or
otherwise  filed by us with the SEC and each such  statement is qualified in its
entirety by such reference.

     The  following  documents,  which we have filed  with the SEC (file  number
001-13165), are incorporated by reference in and made a part of this prospectus:

     o    The Registrant's  Annual Report on Form 10-K filed with respect to the
          Registrant's fiscal year ended December 31, 2003.


     o    The  Registrant's  Current  Reports  on Forms 8-K filed on  January 7,
          January 26, February 9, February 26, and May 11, 2004.

     o    The  Registrant's  Quarterly Report on Form 10-Q filed with respect to
          the three month period ended March 31, 2004.


     We are also  incorporating by reference any future filings we make with the
SEC under  Section  13(a),  13(c),  14 or 15(d) of the Exchange Act prior to the
termination of the offering.  We also are  incorporating any filings under these
sections  filed  after  the  date of the  initial  filing  of this  registration
statement and prior to the  effectiveness of the registration  statement.  These
documents will be deemed to be  incorporated by reference in this prospectus and
to be a part of it from the date they are filed  with the SEC.  You may read and
copy any  document we file at the SEC's  public  reference  room  located at 450
Fifth  Street,   N.W.,   Washington,   D.C.  20549.   Please  call  the  SEC  at
1-800-SEC-0330  for further  information on the public  reference  room. Our SEC
filings are also  available  to the public from  commercial  document  retrieval
services and at the Web site maintained by the SEC at  http://www.sec.gov.  This
information is also available without charge upon written or oral request to:

                                 CryoLife, Inc.
                          Attn: Chief Financial Officer
                           1655 Roberts Boulevard, NW
                             Kennesaw, Georgia 30144
                                 (770) 419-3355

     You  should  rely  only on the  information  provided  or  incorporated  by
reference  in  this  prospectus  or  any  prospectus  supplement.  We  have  not
authorized  anyone else to provide you with  different  information.  We may not
make an offer of the common stock in any state where the offer is not permitted.
The delivery of this  prospectus  does not, under any  circumstances,  mean that
there has not been a change in our affairs since the date of this prospectus. It
also does not mean that the information in this prospectus is correct after this
date.



                                       27




                                  LEGAL MATTERS

     The validity of the shares of common stock offered by this  prospectus  has
been passed upon for CryoLife by Arnall Golden Gregory LLP, Atlanta, Georgia.

                                     EXPERTS

     The consolidated  financial  statements and the related financial statement
schedules  as of  December  31,  2003  and  2002 and for the  years  then  ended
incorporated in this prospectus by reference from the Annual Report on Form 10-K
of  CryoLife,  Inc.  for the year ended  December  31, 2003 have been audited by
Deloitte & Touche LLP,  independent  auditors,  as stated in their report (which
report  expresses an unqualified  opinion and includes an explanatory  paragraph
relating to the Company's  change in its method of  accounting  for goodwill and
other  intangible  assets to conform  with  Statement  of  Financial  Accounting
Standards No. 142),  which is incorporated  herein by reference and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

     The consolidated statements of income, changes in shareholders' equity, and
cash flows of  CryoLife,  Inc.  for the year ended  December  31, 2001 have been
audited by Arthur Andersen LLP, independent public accountants,  as indicated in
their report dated March 27, 2002.

     We could not obtain,  after  reasonable  efforts,  the  written  consent of
Arthur  Andersen  LLP to its being named in this Form S-3 as having  audited our
financial  statements  for the year ended  December  31,  2001,  as  required by
Section 7 of the Securities Act.  Accordingly,  Arthur Andersen LLP may not have
any  liability  under Section 11 of the  Securities  Act for false or misleading
statements or omissions  contained in this  prospectus,  including the financial
statements,  and any claims against Arthur Andersen LLP related to such false or
misleading statements or omissions may be limited.


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                                 CRYOLIFE, INC.




                          3,444,000 SHARES COMMON STOCK






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                                   PROSPECTUS
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                                  May 18, 2004