ARNALL GOLDEN GREGORY LLP
                         171 17TH STREET NW, SUITE 2100
                           ATLANTA, GEORGIA 30363-1031

                                                     Direct phone: 404.873.8622
                                                       Direct fax: 404.873.8623
                                               E-mail: clark.fitzgerald@agg.com
                                                                    www.agg.com


                                January 17, 2006


VIA FEDERAL EXPRESS AND EDGAR

Ms. Sasha Parikh
Staff Accountant
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549

     RE:   CRYOLIFE, INC.
           FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004
           FILED MARCH 3, 2005
           FILE NO. 001-13165

Dear Ms. Parikh:

     We are  writing in  response to your  telephone  call of January 11,  2006,
following up on our letter to Jim B.  Rosenberg  dated  January 3, 2006. On that
call,  we discussed  the  possibility  that  CryoLife  might add language to its
financial  statement  footnotes  at "Note 1. Summary of  Significant  Accounting
Policies" to further describe the basis for deferring tissue  preservation costs
until revenue is recognized upon shipment.

     CryoLife  plans  to  include  the  following  disclosure  in  Note 1 to its
December 31, 2005 Form 10-K:

     By federal law,  human  tissues  cannot be bought or sold.  Therefore,  the
     tissues  the Company  preserves  and  further  processes  cannot be held as
     inventory.  Tissue is  procured  from  deceased  human  donors by organ and
     tissue  procurement  agencies,  which consign the tissue to the Company for
     processing and preservation. Preservation costs consist primarily of direct
     labor and materials including laboratory expenses, tissue procurement fees,
     freight-in  charges  and fringe  benefits,  and  indirect  costs  including
     allocations of costs from  departments that support  processing  activities
     and facility allocations. Although the Company cannot own human tissue, the
     preservation  process is a  manufacturing  process that is accounted for in
     accordance  with  Accounting  Research  Bulletin  #43 ("ARB 43") Chapter 4,
     Inventory  Pricing.  Preservation  costs are stated at the lower of cost or
     market on a first-in,  first-out  basis and are deferred  until  revenue is
     recognized upon shipment of the tissue to the implanting facilities.


     If you have any  questions,  please do not  hesitate to contact me at (404)
873-8622.

                                      Very truly yours,

                                      ARNALL GOLDEN GREGORY LLP


                                      /s/ T. Clark Fitzgerald III
                                      T. Clark Fitzgerald III
TCF/pat

cc:  Jim B. Rosenberg, Senior Assistant and Chief Accountant
     Mary Mast, Review Accountant
     Steven G. Anderson