FORM 8-A
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                 CRYOLIFE, INC.
             (Exact name of registrant as specified in its charter)


           Florida                                     59-2417093
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

   1655 Roberts Boulevard, N.W.
      Kennesaw, Georgia                                   30144
(Address of principal executive offices)                (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

   Title of each class                      Name of each exchange on which
   to be so registered                      each class is to be registered

Common Stock, par value $.01 per share      New York Stock Exchange
Preferred Share Purchase Rights             New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None

                                (Title of class)



447916.1






                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         The description of the  Registrant's  Common Stock,  par value $.01 per
share,  set forth  under  the  caption  "Description  of  Capital  Stock" in the
Prospectus contained in the Registration Statement on Form S-1 of the Registrant
filed with the Securities and Exchange Commission (Registration No. 33-56388) is
incorporated  herein by  reference  in  response to this item,  as modified  and
supplemented by the information below.

         The following brief summary description of the Registrant's  securities
does not purport to be complete and is qualified in its entirety by reference to
the  Registrant's   Amended  and  Restated   Articles  of   Incorporation,   the
Registrant's Bylaws, as amended, and the Florida Business Corporation Act.

         The Registrant is authorized to issue up to 50,000,000 shares of Common
Stock,  par value $.01 par share,  and 5,000,000  shares of Preferred Stock, par
value $.01 par share, of which 2,000,000  (subject to adjustment by the Board of
Directors)  shares are  designated  as Series A Junior  Participation  Preferred
Stock (the "Series A Preferred Stock"),  and reserved for issuance in connection
with the  exercise of certain  rights  granted  pursuant to a Rights  Agreement,
dated as of  November  27,  1995,  as amended May 30,  1997,  by and between the
Registrant  and  American  Stock  Transfer  & Trust  Company,  as  Rights  Agent
thereunder.  Subject to the rights of the holders of any shares of any series of
Preferred  Stock (or any similar stock) ranking prior and superior to the Series
A Preferred  Stock with respect to dividends,  the holders of shares of Series A
Preferred  Stock,  in preference to the holders of Common Stock,  par value $.01
par share,  of the  Registrant,  shall be entitled to receive certain amounts as
dividends, if declared by the Board of Directors of the Registrant.

         Each share of issued and  outstanding  Common  Stock shall  entitle the
holder thereof to one (1) vote on each matter with respect to which shareholders
have the right to vote, to fully participate in all shareholders  meetings,  and
to share ratably in the net assets of the corporation  upon  liquidation  and/or
dissolution.  Each share of Series A Preferred  Stock  shall  entitle the holder
thereof to one (1) vote on all matters  submitted to a vote of the  shareholders
of the  Registrant.  However,  in the  event  the  Registrant  shall at any time
declare  or pay any  dividend  on the Common  Stock  payable in shares of Common
Stock,  or  effect  a  subdivision  or  combination  or   consolidation  of  the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock,  then in each such case the number of votes per share
to which  holders of shares of Series A Preferred  Stock are  entitled  shall be
adjusted by multiplying the number of votes per share  immediately prior to such
event by a fraction,  the  numerator  of which is the number of shares of Common
Stock  outstanding  immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding  immediately prior to
such event.


447916.1
                                       -2-





         Each share of issued and  outstanding  preferred  stock shall have such
rights to share in the net assets of the  corporation  upon  liquidation  and/or
dissolution as are determined and fixed by the Board of Directors. However, upon
any liquidation or dissolution, no distribution shall be made (1) to the holders
of shares of stock ranking junior to the Series A Preferred Stock unless,  prior
thereto,  the holders of shares of Series A Preferred  Stock shall have received
$10.00  per share,  plus an amount  equal to accrued  and unpaid  dividends  and
distributions  thereon,  whether or not  declared,  to the date of such payment,
provided  that the  holders  of  shares  of Series A  Preferred  Stock  shall be
entitled  to  receive  an  aggregate  amount  per  share,   subject  to  certain
adjustments,  equal to 10 times the aggregate amount to be distributed per share
to holders of shares of Common  Stock,  or (2) to the holders of shares of stock
ranking on a parity with the Series A Preferred Stock, except distributions made
ratably on the Series A Preferred  Stock and all such parity stock in proportion
to the total  amounts to which the holders of all such shares are entitled  upon
such liquidation, dissolution or winding up.

         No conversion,  redemption or sinking fund rights are applicable to the
Common  Stock or  preferred  stock,  and no holders of the Common Stock have any
preemptive  right to subscribe for any securities of the Registrant.  As of June
20, 1997 there were 9,641,948 (excluding 543,000 shares held in treasury) shares
of Common Stock issued and outstanding.

         The description of the Registrant's  Preferred Share Purchase Rights is
incorporated  by  reference  to the  Current  Report on Form 8-K filed  with the
Securities  and Exchange  Commission on December 1, 1995 and dated  November 27,
1995.

ITEM 2.  EXHIBITS.

         The  securities  described  herein are to be registered on the New York
Stock Exchange,  on which no other  securities of the Registrant are registered.
Accordingly,  the following  exhibits required in accordance with Part II of the
Instructions  as to  Exhibits on Form 8-A have been duly filed with the New York
Stock Exchange,  but will not be filed with or incorporated by reference  within
the Form 8-A filed with the Securities and Exchange Commission:

          (1) Annual Report on Form 10-K for the year ended December 31, 1996 of
              the Registrant

          (2) Quarterly  Report on Form 10-Q for the  three-month  period  ended
              March 31, 1997 of the Registrant

          (3) Current  Report  on Form  8-K/A  filed  with  the  Securities  and
              Exchange Commission on May 15, 1997

          (4) 1997 Proxy Statement of the Registrant

          (5) (i) Restated Articles of the  Incorporation of the Registrant,  as
              amended  (See  the  following:  Exhibit  3.1 to  the  Registrant's
              Registration  Statement on S-1 (No. 33-56388),  Exhibit 3.2 to the
              Registrant's Annual Report on Form 10-K for the fiscal year ended

447916.1
                                       -3-





              December  31, 1995 and Exhibit 3.3 to the  Registrant's  Quarterly
              Report on Form 10-Q for the quarter ended June 30, 1996)

              (ii) Bylaws of the Registrant,  as amended (See Exhibit 3.2 to the
              Registrant's  Annual Report on Form 10-K for the fiscal year ended
              December 31, 1993.)

              (iii) Rights Agreement

         (6)  Specimen Stock Certificate for the Registrant's  Common Stock, par
              value of $.01 per share

         (7)  1996 Annual Report to Stockholders of the Registrant



447916.1
                                       -4-





                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the Registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                      CRYOLIFE, INC.


                                        
Date:  July 2, 1997                By:/s/ Steven G. Anderson
                                      -----------------------------------------
                                      Steven G. Anderson, Chairman of the Board,
                                      Chief Executive Officer and President






447916.1
                                       -5-