November 29, 2006

Via U.S. Mail and Facsimile

Steven G. Anderson
Chief Executive Officer
Cryolife, Inc.
1655 Roberts Boulevard N.W.
Kennesaw, GA 30144

RE:		Cryolife, Inc.
		Form 10-K for the fiscal year ended December 31, 2005
		File No. 1-13165

Dear Mr. Anderson:

      We have limited our review of your Form 10-K for the fiscal
year ended December 31, 2005, to disclosures relating to your
contacts with countries that have been identified as state
sponsors
of terrorism.  Our review with respect to this issue does not
preclude further review by the Assistant Director group with
respect
to other issues.  At this juncture, we are asking you to provide
us
with supplemental information, so that we may better understand
your
disclosure.  Please be as detailed as necessary in your response.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


General -

1. We note that on your website you list International BioGlue
Distributors, including distributors in Iran (with a note that you
are not currently shipping there) and Syria.   Your 10-K does not
include any information regarding contacts with these countries.
In
light of the fact that Iran and Syria have been identified by the
U.S. State Department as state sponsors of terrorism, and are
subject
to U.S. economic sanctions, please describe for us the extent and
nature of your past, current, and anticipated contacts with those
countries, whether through distributors or other direct or
indirect
arrangements.  Discuss the materiality to you of such contacts,
individually and in the aggregate; and whether those contacts,
individually or in the aggregate, constitute a material investment
risk for your security holders.

2. Your materiality analysis should address materiality in
quantitative terms, including the approximate dollar amount of any
revenues, assets and liabilities associated with Iran and Syria.
Please also address materiality in terms of qualitative factors
that
a reasonable investor would deem important in making an investment
decision, including the potential impact of corporate activities
upon
a company`s reputation and share value.

We note, for example, that Arizona and Louisiana have adopted
legislation that requires their state retirement systems to
prepare
reports regarding state pension fund assets invested in, and/or
permits divestment of state pension fund assets from, companies
that
do business with U.S.-designated state sponsors of terrorism.
Pennsylvania`s General Assembly has passed a resolution mandating
assessment and reporting of state pension fund assets invested in
companies that do business with certain U.S.-designated state
sponsors of terrorism.  The Missouri Investment Trust has
established
an equity fund for the investment of certain state-held monies
that
screens out stocks of companies that do business with U.S.-
designated
state sponsors of terrorism.  Your materiality analysis should
address the potential impact of the investor sentiment evidenced
by
such actions directed toward companies that operate in Iran and
Syria.


Closing Comments

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and

the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review.  You may also contact me at (202) 551-3470.
								Sincerely,


								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Peggy Fisher
		Brian Cascio
		Division of Corporation Finance
Steven G. Anderson
Cryolife, Inc.
November 29, 2006
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

         DIVISION OF
CORPORATION FINANCE