REGISTRATION NO. 333-

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

           1655 Roberts Boulevard, NW, Kennesaw, Georgia    30144
           (Address of Principal Executive Offices)       (Zip Code)

                        CryoLife, Inc. Directors Options
                            (Full title of the plan)

                     Steven G. Anderson, President, CEO and
                       Chairman of the Board of Directors
                                 CryoLife, Inc.
                           1655 Roberts Boulevard, NW
                             Kennesaw Georgia 30144
                     (Name and address of agent for service)

                                 (770) 419-3355
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                          T. Clark Fitzgerald III, Esq.
                          Arnall Golden & Gregory, LLP
                            2800 One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30303-3450
                                 (404) 873-8500

                         Calculation of Registration Fee

- ---------------------------------------------------------------------------------------------------------------------------- Proposed Proposed maximum Amount of Title of securities Amount to be maximum offering aggregate registration to be registered registered price per share offering price fee* - ---------------------------------------------------------------------------------------------------------------------------- Common Stock, 93,000 Shares $15.282 $1,421,250 $431.00 $1.00 par value - ---------------------------------------------------------------------------------------------------------------------------- * Calculated pursuant to Rule 475(h) as follows: (a) with respect to 21,000 shares based upon the exercise price of $10.25 per share and (b) with respect to 72,000 shares based upon the exercise price of $16.75 per share.
441778.1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. The following documents are incorporated by reference in the Registration Statement: (a) The Registrant's Annual Report on Form 10-K filed with respect to the Registrant's fiscal year ended December 31, 1996. (b) The Registrant's Quarterly Reports on Form 10-Q filed with respect to the Registrant's fiscal quarters ended March 31, 1997 and June 30, 1997. (c) The Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 1997. (d) The Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 1997, as amended by Registrant's Amendment to Current Report on Form 8-K/A filed with the Securities and Exchange Commission on May 15, 1997. (e) The description of the Registrant's Common Stock contained in the Registrant's registration statement filed under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description. (f) All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this registration statement which indicates that all of the shares of Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Registrant is a Florida corporation. The following summary is qualified in its entirety by reference to the complete text of the Florida Business Corporation Act (the "FBCA"), the Registrant's Restated Articles of Incorporation, and the Registrant's Bylaws. Under Section 607.0850(1) of the FBCA, a corporation may indemnify any of its directors and officers against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (including any appeal thereof) (i) if such person acted in good faith and in a manner he or she reasonably believed to be in, or not 441778.1 2 opposed to, the best interests of the corporation, and (ii) with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. In actions brought by or in the right of the corporation, however, Section 607.0850(2) provides that no indemnification shall be made in respect of any claim, issue or matter as to which the director or officer shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Article X of the Registrant's Restated Articles of Incorporation and Article VI of the Registrant's Bylaws require that, if in the judgment of the majority of the Board of Directors (excluding from such majority any director under consideration for indemnification) the criteria set forth under Section 607.0850 have been met, then the Registrant shall indemnify its directors and officers for certain liabilities incurred in the performance of their duties on behalf of the Registrant to the maximum extent allowed by Section 607.0850 of the FBCA (formerly Section 607.014 of the Florida General Corporation Act). The Securities Purchase Agreement dated December 17, 1985 between the Registrant and certain shareholders of the Registrant provides that any investors exercising registration rights pursuant to such agreement must indemnify the officers and directors signing the registration statement against any liability arising from statements or omissions made in reliance upon information furnished by such investors to the Registrant for use in such registration statement. The registration rights agreement dated August 22, 1991, among the Registrant, Galen Partners, L.P. ("Galen"), and Galen Partners International, L.P. ("Galen International") provides that if Galen or Galen International exercises its registration rights, then such prospective seller and any underwriter acting on its behalf shall have agreed to indemnify the Registrant and each officer and director signing such registration statement for any liability arising from any untrue statement or omission made in such registration statement in reliance upon written information provided to the Registrant for use in such registration statement. The registration rights agreement further specifies that the indemnification rights granted therein shall be inoperative if, in connection with an underwritten public offering, an underwriting agreement is executed containing provisions covering indemnification among the partners thereto. The Agreement and Plan of Merger dated March 5, 1997, between Registrant and Ideas for Medicine, Inc. ("IFM") and certain stockholders of IFM provides that any investors exercising registration rights pursuant to such agreement must indemnify the officers and directors signing the registration statement against any liability arising from statements or omissions made in reliance upon information furnished by such investors to the Registrant for use in such registration statement. The Registrant has purchased insurance to insure (i) the Registrant's directors and officers against damages from actions and claims incurred in the course of their duties, and (ii) the Registrant against expenses incurred in defending lawsuits arising from certain alleged acts of its directors and officers. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits.
Exhibit No. Exhibit 3.1 Restated Certificate of Incorporation of the Company, as amended, (Incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (No. 33- 56388.) 3.2 Amendment to Articles of Incorporation of the Company dated November 29, 1995. (Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.) 441778.1 3 3.3 Amendment to the Company's Articles of Incorporation to increase the number of authorized shares of common stock from 20 million to 50 million shares and to delete the requirement that all preferred shares have one vote per share. (Incorporated by reference to Exhibit 3.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.) 3.4 ByLaws of the Company, as amended. (Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.) 4.1 Form of Certificate for the Company's Common Stock. (Incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 (No. 33-56388).) 5* Opinion of Arnall Golden & Gregory, LLP regarding legality 23.1* Consent of Arnall Golden & Gregory, LLP (included as part of Exhibit 5 hereto) 23.2* Consent of Ernst & Young LLP 23.3* Consent of KPMG Peat Marwick LLP 99.1* Amended and Restated Non-Employees Directors Stock Option Plan 99.2* Form of Director Option Agreement * Filed herewith.
Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 441778.1 4 (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceedings) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 441778.1 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kennesaw, State of Georgia on June 16, 1997. CRYOLIFE, INC. By: /s/ Steven G. Anderson Steven G. Anderson President, Chief Executive Officer and Chairman of the Board of Directors KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven G. Anderson, Ronald D. McCall and Edwin B. Cordell, Jr. and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:
Name Title Date /s/ Steven G. Anderson President, Chief Executive Officer and June 16, 1997 - ------------------------------------------------ Steven G. Anderson Chairman of the Board of Directors (Principal Executive Officer) /s/ Edwin B. Cordell, Jr. Vice President and Chief Financial June 16, 1997 - ------------------------------------------------- Edwin B. Cordell, Jr. Officer (Principal Financial and Accounting Officer) /s/ Ronald D. McCall Director June 12, 1997 - ------------------------------------------------ Ronald D. McCall /s/ Benjamin H. Gray Director June 17, 1997 - ------------------------------------------------ Benjamin H. Gray /s/ Ronald Charles Elkins, M.D. Director June 19, 1997 - ------------------------------------------- Ronald Charles Elkins, M.D.
441778.1 6
                          ARNALL GOLDEN & GREGORY, LLP
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                             ATLANTA, GA 30309-3450

                                                  WRITER'S DIRECT DIAL NUMBER
                                                    (404) 873-8500
                                                  WRITER'S DIRECT DIAL FACSIMILE
                                                    (404) 873-8501

                                                               
                                                               
                                 August 20, 1997



CryoLife, Inc.
1655 Roberts Boulevard, N.W.
Kennesaw, Georgia  30144

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         This opinion is rendered in connection with the proposed issue and sale
by CryoLife, Inc., a Florida corporation (the "Company"), of up to 93,000 shares
of the Company's  Common Stock,  $.01 par value (the "Shares"),  pursuant to the
Company's  Directors Options ("Options") upon the terms and conditions set forth
in the Registration  Statement on Form S-8 (the "Registration  Statement") filed
by the Company with the Securities and Exchange  Commission under the Securities
Act of 1933, as amended (the "Act"). We have acted as counsel for the Company in
connection with the issuance and sale of the Shares by the Company.

         In rendering the opinion  contained herein, we have relied in part upon
examination of the Company's  corporate  records,  documents,  certificates  and
other  instruments  and  the  examination  of such  questions  of law as we have
considered necessary or appropriate for the purpose of this opinion.  Based upon
the  foregoing,  and assuming that the purchase price of each of the Shares will
exceed the par value  thereof,  we are of the opinion  that the Shares have been
duly and  validly  authorized  and when sold in the manner  contemplated  by the
Options, and upon receipt by the Company of payment therefor,  and upon issuance
pursuant  to a  current  prospectus  in  conformity  with the Act,  they will be
legally issued, fully paid and non-assessable.


442715.1





         We  consent  to  the  filing  of  this  opinion  as an  exhibit  to the
Registration Statement. This consent is not to be construed as an admission that
we are a party  whose  consent is  required  to be filed  with the  Registration
Statement under the provisions of the Act.

                                        Sincerely,



                                        ARNALL GOLDEN & GREGORY, LLP
                                        ARNALL GOLDEN & GREGORY, LLP

442715.1



                         Consent of Independent Auditors


We consent to the  incorporation  by  reference in this  Registration  Statement
(Form S-8) pertaining to the CryoLife, Inc. Directors Options of our reports (a)
dated  February  7,  1997,  except  for Note 13 as to which the date is March 5,
1997, with respect to the consolidated  financial  statements of CryoLife,  Inc.
incorporated  by  reference  in its Annual  Report  (Form  10-K) and the related
financial  statement  schedule  included therein and (b) dated February 5, 1997,
with respect to the financial statements of Ideas for Medicine, Inc. included in
CryoLife,  Inc.'s Form 8-K/A  (Amendment No. 1) dated March 5, 1997 both for the
year ended December 31, 1996 filed with the Securities and Exchange Commission.

                                   /s/ ERNST & YOUNG LLP
                                   ERNST & YOUNG LLP

Atlanta, Georgia
August 14, 1997


441778.1
                              ACCOUNTANTS' CONSENT



The Board of Directors
CryoLife, Inc.



We consent to the use of our report incorporated herein by reference.


                                               /s/ KPMG PEAT MARWICK LLP
                                               KPMG PEAT MARWICK LLP



Atlanta, Georgia
August 14, 1997
464781.1
                                 CRYOLIFE, INC.











                              AMENDED AND RESTATED
                             NON-EMPLOYEE DIRECTORS
                                STOCK OPTION PLAN
                                  MAY 15, 1997
















                                 CRYOLIFE, INC.
                        AMENDED AND RESTATED NON-EMPLOYEE
                           DIRECTORS STOCK OPTION PLAN
                               As of May 15, 1997


         This Amended and Restated Non-Employee Directors Stock Option Plan (the
"Plan") is established to attract,  retain and compensate for service as members
of the Board of  Directors  highly  qualified  individuals  who are not  current
employees of CryoLife, Inc. (the "Company") and to enable them to increase their
ownership in the  Company's  Common  Stock.  This Plan will be beneficial to the
Company  and its  stockholders  since it will allow  these  directors  to have a
greater personal  financial stake in the Company through the ownership of Common
Stock of the Company,  in addition to  underscoring  their common  interest with
stockholders in increasing the value of the Company over the longer term.

         1.       Eligibility.  All members of the Company's Board of Directors
who  are  not  current  employees  of the  Company  or  any of its  subsidiaries
("Non-Employee Directors") are eligible to participate in this Plan.

         2.       Options.  No stock options  granted  pursuant to this Plan
("Options")  may be "incentive  stock options" under Section 422 of the Internal
Revenue Code of 1986, as amended.

         3.       Shares Available.

                  (a) Number of Shares Available.  There are hereby reserved for
issuance  under this Plan  360,000  shares of Common  Stock,  $.01 par value per
share,  which may be authorized but unissued shares,  treasury shares, or shares
purchased on the open market or privately.

                  (b)   Recapitalization   Adjustment.   In  the   event   of  a
reorganization,  recapitalization,  stock split, stock dividend,  combination of
shares,  merger,  consolidation,  rights  offering,  or any other  change in the
corporate structure or shares of the Company, adjustments in the number and kind
of shares  authorized by this Plan, and in the number and kind of shares covered
by outstanding  Options under this Plan, and in the option price thereof,  shall
be made if, and in the same  manner  as,  such  adjustments  are made to options
issued  under  any of the  Company's  plans  then in  effect  pursuant  to which
incentive stock options may be granted.

         4.  Annual  Grant of Stock  Options.  On the  first  business  day (the
"Initial   Award  Date")   following  the  Company's   1995  Annual  Meeting  of
Stockholders  (the  "1995  Meeting"),  each  individual  elected  to  serve as a
Non-Employee  Director  shall  automatically  receive an Option to purchase  (a)
25,000 Shares of Common Stock, if such individual has



441981.2





previously  served as a director of the Company for less than two years,  or (b)
40,000 Shares of Common Stock,  if such  individual has  previously  served as a
director  of the Company for more than two years.  For each year  following  the
1995 Meeting,  on the first business day (a "Subsequent  Award Date")  following
the Company's Annual Meeting of Stockholders, each individual elected, reelected
or continuing as a Non-Employee  Director shall automatically  receive an Option
to purchase  4,000 shares of Common Stock for each year prior to 1997,  or 5,000
shares of Common Stock for each year  beginning  in 1997 (the  "Annual  Grant");
provided,  however,  if such  director is an individual  who has not  previously
served on the Board of Directors of the Company,  such individual  shall receive
an Option to  purchase  25,000  shares of Common  Stock,  in lieu of the  Annual
Grant,  for such year.  (The Initial Award Date and  Subsequent  Award Dates are
referred to individually as an "Award Date.") Notwithstanding the foregoing, if,
on an Award Date, the legal counsel of the Company  determines,  in his/her sole
discretion,  that  the  Company  is  in  possession  of  material,   undisclosed
information  about the  Company,  then that grant of  Options  to Non-  Employee
Directors shall be suspended until the second day after public  dissemination of
such information,  and the price,  exercisability  dates and option period shall
then be  determined  by  reference  to such later date.  If Common  Stock is not
traded on the National  Association of Securities  Dealers  Automatic  Quotation
System/  National  Market  System  ("NASDAQ/NMS")  on  any  date a  grant  would
otherwise be awarded,  then the grant shall be made the next day  thereafter  on
which Common Stock is so traded.  All Option grants  pursuant to this Plan shall
be evidenced by a written instrument consistent with the provisions hereof.

         5.       Option  Price.  The price of the Option  shall be the last
closing price of the Company's Common Stock on the NASDAQ/NMS prior to the grant
of the Option.

         6. Option Period. Subject to the limitations set forth in this Plan, an
Option  granted under the Plan shall vest and become  exercisable  in two equal,
annual  installments  of 50% each on the first  and  second  anniversary  of the
Option's  Award  Date.  Subject to the  limitations  set forth in the Plan,  the
vested  portion of an Option may be exercised at any time  following the date on
which it vests,  provided that at the time of exercise all of the conditions set
forth in the Plan have been met. Notwithstanding the foregoing, no Option may be
exercised  later than five years after the date of grant thereof.  No portion of
any Option may be exercised  prior to one calendar  year  following  the date of
grant thereof.

         7.  Payment.  The Option  exercise  price shall be paid in cash in U.S.
dollars at the time the Option is  exercised or in shares of Common Stock of the
Company having an aggregate value equal to the Option exercise price (determined
as of the first  business  day prior to the date of  exercise,  pursuant  to the
formula set forth in paragraph 5 above) or by a  combination  of cash and Common
Stock.  Option  holders  may elect to pay for the Option  shares by  delivery of
vested Options with a value equal to the exercise price,  such value to be equal
to the difference between (i) the fair market value of the Common Stock (as



441981.2


                                       -2-





measured by the closing price on the NASDAQ/NMS) on the exercise date subject to
the Option and (ii) the exercise price thereof.

         8.  Cessation of Service.  Upon  cessation of service as a Non-Employee
Director (for reasons other than death), all Options, whether or not exercisable
at the  date of  cessation  of  service,  shall  be  forfeited  by the  grantee;
provided,  however,  that if a grantee  leaves the Board of  Directors  in "good
standing" (for reasons other than death), such grantee's Options shall remain in
effect,  vest,  become  exercisable  and expire as if the grantee had remained a
Non-Employee Director of the Company. Whether or not a Non-Employee Director has
left the Board in "good  standing" shall be determined by the Company's Board of
Directors,  in its sole  discretion;  provided,  however,  that any Non-Employee
Director  who serves out his term but does not stand for  reelection  at the end
thereof shall be deemed to have left the Board of Directors in "good standing."

         9. Death. Upon the death of a Non-Employee Director, only those Options
which were  exercisable  on the date of death  shall be  exercisable  by his/her
legal  representatives  or heirs. Such Options must be exercised within one year
from date of death or they shall be automatically forfeited (but in no event may
the  Options  be  exercised  beyond  the last date  which  they  could have been
exercised had the Non-Employee Director not died).

         10.  Administration  and  Amendment  of the Plan.  This  Plan  shall be
administered  by the  Board  of  Directors  of the  Company.  This  Plan  may be
terminated or amended by the Board of Directors as they deem advisable. However,
amendments to this Plan shall not be made more  frequently than every six months
unless  necessary to comply with the Internal  Revenue Code of 1986, as amended,
or with the Employee  Retirement Income Security Act of 1974, as amended, or any
successors thereto, or the regulations promulgated thereunder.  No amendment may
revoke  or  alter in a manner  unfavorable  to the  grantees  any  Options  then
outstanding,  nor may the Board  amend this Plan  without  stockholder  approval
where the absence of such  approval  would cause the Plan to fail to comply with
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Act"), or
any other  requirement  of applicable  law or  regulation.  An Option may not be
granted  under  this Plan  after  that date which is five years from the date of
stockholder  approval of this Plan, but Options granted prior to that date shall
continue to become exercisable and may be exercised according to their terms.

          11.     Nontransferability.  No Option granted under this Plan is
transferable other than by will or the laws of descent and distribution.  During
the grantee's  lifetime,  an Option may be exercised  only by the grantee or the
grantee's guardian or legal representative.

         12.  Compliance with SEC  Regulations.  It is the Company's intent that
this  Plan  comply  in all  respects  with  Rule  16b-3  under  the  Act and any
regulations promulgated thereunder. If any provision of this Plan is at any time
found not to be in compliance  with the Rule, the provision shall be deemed null
and void. All grants and exercises of Options



441981.2


                                       -3-




under this Plan shall be executed in accordance with the requirements of Section
16 of the Act, as amended, and any regulations promulgated thereunder.

         13.      Miscellaneous.  Except  as  provided  in this  Plan,  no
Non-Employee  Director  shall  have any claim or right to be  granted  an Option
under this Plan.  Neither this Plan nor any actions hereunder shall be construed
as giving any director any right to be retained in the service of the Company.

         14.  Effective  Date.  This Plan shall be  effective on March 27, 1995,
subject to  stockholder  approval  hereof being  obtained at the Company's  1995
Annual Meeting of Stockholders;  provided,  however,  that all Option grants, if
any,  made  hereunder  prior to this Plan having been  approved by the Company's
stockholders are hereby expressly made contingent upon obtaining such approval.



441981.2


                                       -4-

                   DIRECTORS STOCK OPTION AGREEMENT AND GRANT


          THIS STOCK OPTION AGREEMENT (this  "Agreement"),  dated as of the 15th
day of May, 1997, (the "Grant Date"),  by, between and among  CRYOLIFE,  INC., a
Florida Corporation (the  "Corporation"),  and RONALD D. McCALL, a member of the
Board of Directors of the Corporation (a "Director") and an individual  residing
in Tampa, Florida (the "Optionee").

                                   WITNESSETH:

          WHEREAS,  the  Corporation  wishes to grant to the  Optionee an option
(the  "Option")  to purchase  the number of shares of Common  Stock set forth in
this Agreement and under the terms and conditions set forth herein including the
provision that the Option is not an incentive  stock option under Section 422 of
the Internal Revenue Code of 1986, as amended ("Code");

          NOW THEREFORE, in consideration of the foregoing,  the mutual promises
and covenants  contained  herein and the mutual benefit to be derived  therefrom
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby agree as follows:

          1. Grant of  Option:  Subject  to the terms and  conditions  set forth
herein, the Corporation hereby grants to the Optionee the option to purchase, in
the aggregate, up to 7,000 shares of the Common Stock (the "Shares") which shall
consist of authorized and unissued  shares of the Common Stock or, at the option
of the Corporation,  treasury shares of Common Stock. The Option shall be deemed
granted by the Corporation to the Optionee as of the Grant Date.

          2. Option  Price:  The price of the Option  shall be the last  closing
price of the  Corporation's  Common  Stock on the  NASDAQ/NMS  on the day of the
grant of the Option.  The Option  exercise  price is the sum of $10.25 per share
(the "Option Exercise Price").

          3.  Option  Period:  Subject  to the  limitations  set  forth  in this
Agreement,  the Option shall vest and become  exercisable  on November 17, 1997.
Subject to the limitations set forth in this Agreement, the vested portion of an
Option  may be  exercised  at any time  following  the  date on which it  vests,
provided  that at the time of exercise all of the  conditions  set forth in this
Agreement  have been  met.  Notwithstanding  the  foregoing,  no  Option  may be
exercised later than five years after the date of grant thereof.



448171.1






          5.  Termination  of Option:  Except as herein  otherwise  stated,  the
Option, to the extent not previously  exercised,  shall terminate upon the first
to occur of the following events:

A.  Cessation of Service:  Upon  cessation of service as a Director (for reasons
other  than  death),  all  Options,  whether or not  exercisable  at the date of
cessation of service,  shall be forfeited by the  Optionee;  provided,  however,
that if an  Optionee  leaves  the Board of  Directors  in "good  standing"  (for
reasons other than death), such Optionee's Options shall remain in effect, vest,
become  exercisable and expire as if the Optionee had remained a Director of the
Company.  Whether or not a Director has left the Board in "good  standing" shall
be  determined  by the Company's  Board of  Directors,  in its sole  discretion;
provided,  however, that any Director who serves out his term but does not stand
for  re-election  at the end  thereof  shall be deemed to have left the Board of
Directors in "good standing".

B.  Death:  Upon  the  death  of a  Director,  only  those  Options  which  were
exercisable  on the  date  of  death  shall  be  exercisable  by  his/her  legal
representatives  or heirs.  Such Options must be exercised  within one year from
date of death or they shall be automatically  forfeited (but in no event may the
Options be exercised  beyond the last date which they could have been  exercised
had the Director not died).

C. Other: Sixty (60) months following the Grant Date.

          6.  Delivery of Notice:  The  Optionee may exercise the Option only by
delivering  written  notice to the  Corporation  of his intent to  exercise  the
Option (the  "Notice").  The Notice shall be delivered to the Corporation at its
principal office at:


                                         1655 Roberts Blvd., N.W.
                                         Kennasaw, Georgia 30144

or such other address as may be designated by the Corporation.  The Notice shall
specify the number of Shares to be purchased in accordance  with this  Agreement
and shall include payment in full of the Option Price.

          7. Payment:  The Option  Exercise  Price shall be paid in cash in U.S.
Dollars at the time the Option is  exercised or in shares of Common Stock of the
Company having an aggregate  value equal to the Option  Exercise  Price.  If the
Option  Exercise  Price is paid by  transfer  of shares  of Common  Stock of the
Corporation then the value

448171.1
                                        2




of such shares will be determined by the last closing price of the Corporation's
Common Stock on the NASDAQ/NMS prior to the exercise of the options.  The Option
Exercise Price may be paid by a combination of cash and Common Stock. The phrase
"shares of stock of the Company", includes shares which the director is entitled
to purchase by reason of a stock option grant, sometimes called "option shares".

          8. Delivery of Shares to Optionee: Upon the Optionee's proper exercise
of the  Option,  the  Corporation  shall  deliver  to the  Optionee  one or more
certificates  evidencing the number of Shares purchased pursuant to the exercise
of the Option and such Shares shall be fully paid and nonassessable.

          9.  Non-Transferability:  The Option shall not be  transferable by the
Optionee other than by Will or by the laws of descent and  distribution  and may
be  exercisable  during the  Optionee's  lifetime only by him or his guardian or
legal representative.

          10. Optionee Not a Shareholder:  The Optionee shall not be deemed,  by
reason of this option  agreement,  for any purposes to be a  shareholder  of the
Corporation  with  respect  to any of the  shares  of the  capital  stock of the
Corporation or with respect to any of the Shares,  except to the extent that the
Option  has  been  exercised,  in  whole  or in  part,  and a stock  certificate
representing  Shares  has been  issued  to the  Optionee.  Notwithstanding  this
provision,  it is understood  and agreed that the  Corporation  and the Optionee
shall make any required disclosure of the "beneficial ownership" of Shares which
may be received upon a future exercise of the Option.

          11. No Restrictions on the Corporation:  The grant of the Option shall
not affect in any way the right or power of the Corporation or its  shareholders
to make or authorize any or all adjustments, recapitalizations, reorganizations,
or any other changes in the Corporation's  capital structure or its business, or
any  merger  or  consolidation  of the  Corporation,  or  any  issue  of  bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common
Stock, or the rights thereof,  or dissolution or liquidation of the Corporation,
or any sale or  transfer  of all or any part of the  assets or  business  of the
Corporation,  or any other  corporate  act or  proceeding,  whether of a similar
character or otherwise.

          12. Reclassification,  Consolidation,  or Merger: The number of Option
Shares may be  adjusted  by the Board of  Directors  if certain  events  such as
merger, reorganization, consolidation,  recapitalization, stock dividends, stock
splits,  or other changes in the  Company's  corporate  structure  affecting its
Common  Stock  occur.  No  adjustments  or  substitution  provided  for in  this
Subsection,  however,  shall require the  Corporation in any Agreement to sell a
fractional  share, and the total  substitution or adjustment herein is and shall
be limited accordingly.

          13. Optionee's Representations and Warranties: By execution of this

448171.1
                                        3




Agreement, Optionee represents and warrants to the Company as follows:

A.  Investment   Representations  and  Warranties:  The  Optionee  warrants  and
represents to the Corporation that he is acquiring the Option and, upon exercise
of the  Option,  in  whole  or in  part,  the  Shares  for his own  account  for
investment  purposes  and not with a view to  distribution,  as  defined  in the
Securities  Act of 1933, as amended (the  "Securities  Act"),  and the rules and
regulations of the Securities and Exchange  Commission  promulgated  thereunder.
The Optionee  further agrees that he will not sell,  assign,  transfer or pledge
the Option or any of the Shares purchased by him pursuant to the exercise of the
Option,  unless  and  until  either  (i)  a  registration  statement  under  the
Securities Act covering the Shares becomes effective or (ii) the Corporation has
received  an  opinion  of  counsel  in form and  substance  satisfactory  to the
Corporation and its counsel that such sale,  transfer,  assignment or pledge may
be accomplished without registration under the Securities Act.

B. Compliance with Withholding  Rules:  The Corporation  shall have the right to
adopt and apply rules  governing  the exercise of the Option and the issuance of
Shares pursuant  thereto which will ensure that the Corporation  will be able to
comply  with the  applicable  provisions  of any  federal,  state or local  laws
relating to the withholding of taxes.

C. No Tax Advice: The Optionee  understands that neither the Corporation nor any
of its  affiliates,  has given any  advice  regarding  the  federal  income  tax
consequences of (i) the Agreement, or (ii) the grant of the Option, or (iii) the
acquisition of the Shares upon exercise of the Option. The Optionee acknowledges
that he has been encouraged to seek  independent  advice regarding the grant and
the exercise of the Option herein.

          14. Legends: The Corporation shall have the discretion to require that
the  certificates  representing  the  Shares  shall  bear  such  legends  as are
necessary to ensure the  enforceability  of the conditions and  limitations  set
forth herein.


          15. Binding Effect:  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their  respective  successors-in-interest.
All parties bound by this Agreement shall take any and all actions  necessary or
appropriate to effectuate the purposes and provisions hereof.

          16. Definition of "Affiliate":  The term "affiliate"  whenever used in
this Agreement,  shall mean a person that, directly or indirectly through one or
more intermediaries, controls, is controlled by, or is under common control with
the

448171.1
                                        4




Corporation.

          17.  Amendments and Waivers:  Except as otherwise  provided herein, no
change or  modification  of this Agreement  shall be valid unless the same is in
writing and signed by all the parties hereto. No waiver of any provision of this
Agreement shall be valid unless in writing and signed by the person against whom
it is sought to be enforced. The failure of any party at any time to insist upon
strict  performance of any condition,  promise,  agreement or understanding  set
forth herein shall not be construed as a waiver or  relinquishment  of the right
to insist upon strict performance of the same condition,  promise,  agreement or
understanding at a future time.

          18. Complete  Agreement:  Except as otherwise  provided  herein,  this
Agreement  constitutes  and sets forth all of the final and  complete  promises,
agreements, conditions, understandings, warranties and representations among the
parties  hereto  with  respect to the Option  and the  Shares,  and there are no
promises, agreements, conditions, understandings, warranties or representations,
oral or written,  express or implied, among them with respect to the matters set
forth  herein  other than as set forth  herein as it may be amended from time to
time.

          19.  Extension  of  Time  to  Perform:   Whenever  the  time  for  the
performance of any action or condition  contained in this  Agreement  falls on a
Saturday,  Sunday or legal  holiday,  such time  shall be  extended  to the next
business date.

          20.  Captions and Pronouns:  The captions  contained in this Agreement
are for  convenience  of reference only and shall not in any way modify or limit
the meaning or  interpretation  of this  Agreement.  All terms and words used in
this  Agreement,  regardless  of the  number  and gender in which they are used,
shall be deemed and construed to include any other  number,  singular or plural,
and any other gender, masculine, feminine, or neuter, as the context or sense of
this  Agreement or any section,  paragraph or clause  herein may require,  as if
such words had been fully and  properly  written in the  appropriate  number and
gender.

          21.  Governing Law: This Agreement  shall be governed by and construed
in accordance with the laws of the State of Florida.


          22. Counterparts:  Any number of counterparts of this Agreement may be
signed and delivered, and each shall be considered an original and together they
shall constitute one agreement.

          23.  Severability:  This Agreement  shall not be severable in any way,
but if any  provision  should be held to be invalid,  the  invalidity  shall not
effect the validity of the remainder of this Agreement.


448171.1
                                        5




          24. Restricted  Securities:  Optionee  recognizes and understands that
this  option  and the Option  Shares  have not been and may not be in the future
registered under the Securities Act of 1933, as amended (the "Act"), the Georgia
Securities  Act of 1973,  as amended  (the  "Georgia  Act"),  or any other state
securities  law. Any transfer of the option (if otherwise  permitted  hereunder,
and once exercised, the Option Shares) will not be recognized by the Corporation
unless such transfer is registered under the Act, the Georgia Act, and any other
applicable state securities laws or effected  pursuant to an exemption from such
registration which may then be available.  Any share  certificates  representing
the Option Shares may be stamped with legends  restricting  transfer  thereof in
accordance with the Corporation's  policy with respect to unregistered shares of
its Common Stock issued as a result of exercise of options.  The Corporation may
make a notation in its stock transfer records of the aforementioned restrictions
on transfers and legends.  Optionee  recognizes and understands  that the Option
Shares may be restricted  securities  within the meaning of Rule 144 promulgated
under the Act; that the exemption  from  registration  under Rule 144 may not be
available under certain circumstances and that Optionee's opportunity to utilize
such  Rule  144 to  sell  the  Option  Shares  may be  limited  or  denied.  The
Corporation shall be under no obligation to maintain or promote a public trading
market  for the class of  shares  for which  the  option is  granted  or to make
provision for adequate information concerning the Corporation to be available to
the public as  contemplated  under Rule 144.  The  Corporation  will be under no
obligation  to recognize  any transfer or sale of any Option  Shares  unless the
terms  and  conditions  of  Rule  144 are  complied  with  by the  Optionee.  By
acceptance hereof,  Optionee agrees that no permitted disposition of this option
or any Option  Shares shall be made unless and until (i) there is then in effect
a registration  statement  under the Act, the Georgia Act, and applicable  state
securities laws covering such proposed  disposition and such disposition is made
in accordance  with such  registration  statement,  or (ii) Optionee  shall have
notified the  Corporation of a proposed  disposition and shall have furnished to
the  Corporation  a detailed  statement of the  circumstances  surrounding  such
disposition,  together  with an  opinion  of  counsel  acceptable  in  form  and
substance to the Corporation that such disposition will not require registration
of the shares so disposed  under the Act, the Georgia  Act,  and any  applicable
state  securities  laws. The Corporation  shall be under no obligation to permit
such transfer or  disposition on its stock transfer books unless counsel for the
Corporation shall concur as to such matters.

          25.  APPLICABLE  TAXES:  No later  than the date as of which an amount
first becomes  includable in the gross income of the Optionee for Federal income
tax purposes with respect to the exercise of the Option,  the Optionee shall pay
to the  Corporation,  or  make  arrangements  satisfactory  to  the  Corporation
regarding  the  payment  of,  any  Federal,  state,  or local  taxes of any kind
required by law to be


448171.1
                                        6







withheld with respect to such amount.  The obligations of the Corporation  under
this Agreement shall be conditional  upon such payment or  arrangements  and the
Corporation  shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to the Optionee.

          IN WITNESS  WHEREOF,  the Corporation has caused this instrument to be
executed by its duly  authorized  officers and the  Optionee  has executed  this
Agreement as of the date and year first above written.

   (SEAL)                                      THE CORPORATION:

                                               CRYOLIFE, INC.



                                               BY STEVEN G. ANDERSON, PRESIDENT
Attest:



Secretary for Corporation

                                               OPTIONEE:



                                               RONALD D. McCALL
                                               (Print name of Optionee)














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c:\clients\cryolife.97\RDM-OPT.AGR

448171.1
                                        8