SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* ROTH MICHAEL (Last) (First) (Middle) C/O SF CAPITAL PARTNERS LTD. 3600 SOUTH LAKE DRIVE (Street) ST. FRANCIS WI 53235 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/15/2005	3. Issuer Name and Ticker or Trading Symbol CRYOLIFE INC [ CRY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
6% Convertible Preferred Stock	03/15/2005	(1)	Common Stock	528,607	8.04	I(2)	By SF Capital Partners Ltd.

1. Name and Address of Reporting Person* ROTH MICHAEL (Last) (First) (Middle) C/O SF CAPITAL PARTNERS LTD. 3600 SOUTH LAKE DRIVE (Street) ST. FRANCIS WI 53235 (City) (State) (Zip)

1. Name and Address of Reporting Person* STARK BRIAN JAY (Last) (First) (Middle) C/O SF CAPITAL PARTNERS LTD. 3600 SOUTH LAKE DR (Street) ST FRANCIS WI 53235 (City) (State) (Zip)

Explanation of Responses:

1. Unless converted or redeemed, the 6% Convertible Preferred Stock will have a perpetual term.

2. Represents the combined indirect holdings of Michael A. Roth and Brian J. Stark (the "Reporting Persons"). All of the foregoing represents securities held directly by SF Capital Partners Ltd. ("SF Capital"). The Reporting Persons are the Managing Members of Stark Offshore Management, LLC ("Stark Offshore"), which acts as investment manager and has sole power to direct the management of SF Capital. Through Stark Offshore, the Reporting Persons possess voting and dispositive power over all of the foregoing shares. Therefore, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be the beneficial owners of, but hereby disclaim such beneficial ownership of, the foregoing shares.

	/s/ Michael A. Roth	03/18/2005
	/s/ Brian Jay Stark	03/18/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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