FORM 10-K/A
                                 Amendment No. 2

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   (Mark One)
   [X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1997
                                       OR
   [ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

           For the transition period from _____________ to ___________

                         Commission file number 1-13165

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

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

                 1655 Roberts Boulevard N.W., Kennesaw, GA 30144
               (Address of principal executive offices) (zip code)

Registrant's telephone number, including area code         (770) 419-3355

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

                                                       Name of each exchange on
Title of each class                                         which registered

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

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

None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required


to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days. [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The  aggregate  market  value  of  voting  stock  held by  nonaffiliates  of the
registrant  was  approximately  $111,802,000  at February  18,  1998  (7,985,863
shares).  The number of common  shares  outstanding  at  February  18,  1998 was
9,700,791(exclusive of treasury shares).

                       Documents Incorporated By Reference

     Part III: Portions of Registrant's  Proxy Statement  relating to the Annual
Meeting of Shareholders to be filed not later than April 30, 1998.

533127.1 (6.1)
                                       -1-








The Registrant is hereby filing Amendment No. 2 to Form 10-K for the fiscal year
ended  December  31,  1997 for the  purpose of filing  restated  financial  data
schedules to reflect the adoption of FAS 128, earning per share.

                                     PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

          The following are filed as part of this report:

               (a)  1. Financial Statements

               The  following   consolidated   financial  statements  are  filed
               herewith

               Report of Independent Auditors

               Independent Auditors' Report

               Consolidated Balance Sheets as of December 31, 1997 and 1996

               Consolidated  Statements of Income for each of the three years in
               the period ended December 31, 1997

               Consolidated  Statements of Shareholders'  Equity for each of the
               three years in the period ended December 31, 1997

               Consolidated Statements of Cash Flows for each of the three years
               in the period ended December 31, 1997.

               Notes to Consolidated Financial Statements

                    2. Financial Statement Schedule

               Independent Auditors' Report on Schedule

               Schedule II - Valuation and Qualifying Accounts


All other  financial  statement  schedules not listed above are omitted,  as the
required  information is not  applicable or the  information is presented in the
consolidated financial statements or related notes.




533127.1 (6.1)
                                       -2-





                    3. A. Exhibits

The following exhibits are filed herewith or incorporated herein by reference:

Exhibit
Number         Description

2.1            Sale  Agreement  dated  August 16,  1996  between the Company and
               Donald Nixon Ross.  (Incorporated  by reference to Exhibit 2.1 to
               the  Registrant's  Quarterly  report on form 10-Q for the quarter
               ended September 30, 1996.)

2.2            Asset   Purchase   Agreement   among  the   Company   and  United
               Cryopreservation  Foundation, Inc., United Transplant Foundation,
               Inc. and QV, Inc.  dated  September  11, 1996.  (Incorporated  by
               reference to Exhibit 2.2 to the Registrant's  Quarterly Report on
               Form 10-Q for the quarter ended September 30, 1996.)

2.3            Agreement  and Plan of  Merger  dated as of March 5,  1997  among
               Ideas for Medicine,  Inc., J. Crayton Pruitt,  Sr., M.D.,  Thomas
               Benham,  Thomas  Alexandris,  Tom  Judge,  Natalie  Judge,  Helen
               Wallace,  J. Crayton Pruitt,  Jr., M.D., and Johanna Pruitt,  and
               CryoLife,    Inc.   and   CryoLife    Acquisition    Corporation.
               (Incorporated  by  reference  to Exhibit 2.1 to the  Registrant's
               Current Report on Form 8-K filed on March 19, 1997.)

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.)

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).)

4.2*           Form of Certificate for the Company's Common Stock.

10.1           Lease, by and between New Market Partners III, Laing  Properties,
               Inc., General Partner,  as Landlord,  and the Company, as Tenant,
               dated  February 13, 1986, as amended by that  Amendment to Lease,
               by and between the  parties,  dated April 7, 1986,  as amended by
               that  Amendment to Lease,  by and between the parties,  dated May
               15, 1987,  as amended by that Second  Amendment to Lease,  by and
               between  the  parties,  dated June 22,  1988,  as amended by that
               Third Amendment to Lease, by and between the parties, dated April
               4, 1989,  as amended by that Fourth  Amendment  to Lease,  by and
               between the parties, dated April 4, 1989 as amended by that Fifth
               Amendment to Lease, by and between the parties, dated October 15,
               1990.   (Incorporated   by  reference  to  Exhibit  10.1  to  the
               Registrant's Registration Statement on Form S-1 (No. 33-56388).)

533127.1 (6.1)
                                      -3-





10.1(a)        Seventh  Amendment  to Lease  dated  February  13,  1986,  by and
               between New Market Partners III, Laing Properties,  Inc., General
               Partner,  as Landlord,  and the Company as tenant,  dated May 15,
               1996.  (Incorporated  by  reference  to  Exhibit  10.1(a)  to the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1996.)

10.2           Lease by and between Newmarket Partners I, Laing Properties, Inc.
               and Laing Management Company,  General Partner, as Landlord,  and
               the  Company as Tenant,  dated July 23,  1993.  (Incorporated  by
               reference to Exhibit 10.2 to the  Registrant's  Annual  Report on
               Form 10-K for the fiscal year ended December 31, 1993.)

10.3           1993  Employee  Stock  Incentive  Plan  adopted  on July 6, 1993.
               (Incorporated  by reference  to Exhibit 10.3 to the  Registrant's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1993.)

10.4           1989  Incentive  Stock  Option Plan for the  Company,  adopted on
               March 23, 1989. (Incorporated by reference to Exhibit 10.2 to the
               Registrant's Registration Statement on Form S-1 (No. 33-56388).)

10.5           Incentive  Stock  Option  Plan,   dated  as  of  April  5,  1984.
               (Incorporated  by reference  to Exhibit 10.3 to the  Registrant's
               Registration Statement on Form S-1 (No. 33-56388).)

10.6           Form of Stock  Option  Agreement  and Grant  under the  Incentive
               Stock Option and Employee Stock Incentive Plans. (Incorporated by
               reference  to  Exhibit  10.4  to  the  Registrant's  Registration
               Statement on Form S-1 (No. 33-56388).)

10.7           CryoLife, Inc. Profit Sharing 401(k) Plan, as adopted on December
               17,  1991.  (Incorporated  by  reference  to Exhibit  10.5 to the
               Registrant's Registration Statement on Form S-1 (No. 33-56388).)

10.8           Form of Supplemental  Retirement Plan, by and between the Company
               and its  Officers -- Parties to  Supplemental  Retirement  Plans:
               Steven G. Anderson,  Robert T. McNally, Gerald B. Seery, James C.
               Vander  Wyk,  Albert  E.  Heacox,  Kirby S.  Black,  and Edwin B.
               Cordell,  Jr.  (Incorporated  by reference to Exhibit 10.6 to the
               Registrant's Registration Statement on Form S-1 (No. 33-56388).)

10.9(a)        Employment  Agreement,  by and  between the Company and Steven G.
               Anderson.  (Incorporated  by reference to Exhibit  10.9(a) to the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1995.)

10.9(b)        Employment  Agreement,  by and  between the Company and Albert E.
               Heacox.  (Incorporated  by  reference  to Exhibit  10.7(c) to the
               Registrant's Registration Statement on Form S-1 (No. 33-56388).)

10.9(c)        Employment  Agreement,  by and  between  the Company and Edwin B.
               Cordell, Jr. (Incorporated by reference to Exhibit 10.9(f) to the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1994.)

10.9(d)        Employment  Agreement,  by and  between the Company and Gerald B.
               Seery.  (Incorporated  by  reference  to  Exhibit  10.9(e) to the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1995.)

10.9(e)        Employment  Agreement,  by and  between  the Company and James C.
               Vander Wyk, Ph.D.  (Incorporated  by reference to Exhibit 10.9(f)
               to the  Registrant's  Annual  Report on Form 10-K for the  fiscal
               year ended December 31, 1995.)

533127.1 (6.1)
                                       -4-





10.9(f)        Employment  Agreement,  by and  between  the Company and Kirby S.
               Black, Ph.D. (Incorporated by reference to Exhibit 10.9(g) to the
               Registrant's  Annual  Report on Form  10-K/A for the fiscal  year
               ended December 31, 1996.)

10.10          Form of Secrecy  and  Noncompete  Agreement,  by and  between the
               Company and its Officers.  (Incorporated  by reference to Exhibit
               10.9 to the Registrant's  Registration Statement on Form S-1 (No.
               33-56388).)

10.11          Registration  Rights Agreement,  by and among the Company,  Galen
               Partners,  L.P., and Galen  Partners  International,  L.P.,  both
               Delaware   limited   partnerships,   dated   August   22,   1991.
               (Incorporated  by reference to Exhibit 10.13 to the  Registrant's
               Registration Statement on Form S-1 (No. 33-56388).)

10.12          Technology Acquisition Agreement between the Company and Nicholas
               Kowanko, Ph.D., dated March 14, 1996.  (Incorporated by reference
               to Exhibit 10.14 to the  Registrant's  Annual Report on Form 10-K
               for the fiscal year ended December 31, 1995.)

10.13          Option Agreement, by and between the Company and Duke University,
               dated  July  9,  1990,  as  amended  by  that  Option   Agreement
               Extension,  by and  between  the  parties,  dated  July 9,  1991.
               (Incorporated  by reference to Exhibit 10.20 to the  Registrant's
               Registration Statement on Form S-1 (No. 33-56388).)

10.14          Research and License Agreement by and between Medical  University
               of South  Carolina and  CryoLife  dated  November  15,  1985,  as
               amended by Amendment to the Research and License  Agreement dated
               February  25,  1986 by and between the parties and an Addendum to
               Research and License Agreement by and between the parties,  dated
               March 4, 1986. (Incorporated by reference to Exhibit 10.23 to the
               Registrant's Registration Statement on Form S-1 (No. 33-56388).)

10.15          Technical  Services  Agreement  by and  between  the  Company and
               Validation   Systems,   Inc.,   dated  as  of  January  1,  1994.
               (Incorporated  by  reference  to Exhibit 3.2 to the  Registrant's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1993.)

10.16          CryoLife,  Inc. Non-Employee  Directors Stock Option Plan adopted
               on March 27, 1995. (Incorporated by reference to Exhibit 10.26 to
               the  Registrant's  Annual Report on Form 10-K for the fiscal year
               ended December 31, 1994.)

10.17          Settlement    Agreement    between    the   Company   and   Bravo
               Cardiovascular,  Inc., dated February 14, 1995.  (Incorporated by
               reference to Exhibit 10.27 to the  Registrant's  Annual Report on
               Form 10-K for the fiscal year ended December 31, 1994.)

10.18          Sale Agreement between the Company and Bravo Cardiovascular, Inc.
               dated  February 14, 1995.  (Incorporated  by reference to Exhibit
               10.28 to the  Registrant's  Annual  Report  on Form  10-K for the
               fiscal year ended December 31, 1994.)

10.19          Private   Label   Agreement   between   the   Company  and  Bravo
               Cardiovascular,  Inc. dated February 14, 1995.  (Incorporated  by
               reference to Exhibit 10.29 to the  Registrant's  Annual Report on
               Form 10-K for the fiscal year ended December 31, 1994.)

10.20          Consignment    Agreement    between   the   Company   and   Bravo
               Cardiovascular,  Inc. dated February 14, 1995.  (Incorporated  by
               reference to Exhibit 10.30 to the  Registrant's  Annual Report on
               Form 10-K for the fiscal year ended December 31, 1994.)


533127.1 (6.1)
                                       -5-





10.21          Sale and Assignment  Agreement between the Company and Osteotech,
               Inc. dated July 17, 1995.  (Incorporated  by reference to Exhibit
               10.24 to the  Registrant's  Annual  Report  on Form  10-K for the
               fiscal year ended December 31, 1995.)

10.22          Lease Agreement between the Company and Amli Land Development - I
               Limited  Partnership,  dated  April 18,  1995.  (Incorporated  by
               reference to Exhibit 10.26 to the  Registrant's  Annual Report on
               Form 10-K for the fiscal year ended December 31, 1995.)

10.23          Preoccupancy and Construction  Agreement  between the Company and
               Amli Land  Development  - I Limited  Partnership  dated April 18,
               1995.   (Incorporated  by  reference  to  Exhibit  10.27  to  the
     
          Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1995.)

10.24          Funding Agreement between the Company and Amli Land Development -
               I Limited  Partnership  dated April 18,  1995.  (Incorporated  by
               reference to Exhibit 10.28 to the  Registrant's  Annual Report on
               Form 10-K for the fiscal year ended December 31, 1995.)

10.25*         CryoLife,  Inc.  Employee  Stock Purchase Plan  (Incorporated  by
               reference  to Exhibit "A" of the  Registrant's  Definitive  Proxy
               Statement  filed with the Securities  and Exchange  Commission on
               April 10, 1996.)

10.26          Noncompetition   Agreement   between   the   Company  and  United
               Cryopreservation   Foundation,   Inc.  dated  September  11,1996.
               (Incorporated  by reference  to Exhibit 10.1 to the  Registrant's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               1996.)

10.27          Noncompetition  Agreement  between the Company and QV, Inc. dated
               September 11, 1996. (Incorporated by reference to Exhibit 10.3 to
               the  Registrant's  Quarterly  Report on Form 10-Q for the quarter
               ended September 30, 1996.)

10.28          Revolving Term Loan Facility  between the Company and NationsBank
               N.A.,  dated  August 30,  1996.  (Incorporated  by  reference  to
               Exhibit 10.4 to the  Registrant's  Quarterly  Report on Form 10-Q
               for the quarter ended September 30, 1996.)

10.29          Research   and  Option   Agreement   between   the   Company  and
               Biocompatibles  Limited  dated July 29,  1996.  (Incorporated  by
               reference to Exhibit 10.1 to the Registrant's Quarterly Report on
               Form 10-Q for the quarter ended June 30, 1996.)

10.30          Technology  License  Agreement  between the Company and  Colorado
               State  University  Research  Foundation  dated  March  28,  1996.
               (Incorporated  by reference  to Exhibit 10.1 to the  Registrant's
               Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
               1996.)

10.31          Noncompetition   Agreement   between   the   Company  and  United
               Transplant   Foundation,   Inc.   dated   September   11,   1996.
               (Incorporated  by reference  to Exhibit 10.2 to the  Registrant's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               1996.)

10.32(a)       First  Amendment  of Third  Amended and Restated  Loan  Agreement
               between  CryoLife,  Inc.,  as  Borrower  and  NationsBank,   N.A.
               (South),  as  Lender,  dated  April 14,  1997.  (Incorporated  by
               reference to Exhibit 10.1 to the Registrant's Quarterly Report on
               Form 10-Q for the quarter ended June 30, 1997.)

10.32(b)*      Second  Modification of Third Amended and Restated Loan Agreement
               dated  December  16,  1997  by and  between  the  Registrant  and
               NationsBank, N.A.

533127.1 (6.1)
                                       -6-





10.33*         Consulting  Agreement dated January 1, 1998 by and between Robert
               T. McNally and the Registrant

10.34*         CryoLife, Inc. 1998 Long-Term Incentive Plan

10.35          Consulting   Agreement  dated  March  5,  1997  between  CryoLife
               Acquisition   Corporation  and  J.  Crayton  Pruitt,   Sr.,  M.D.
               (Incorporated  by reference  to Exhibit 10.2 to the  Registrant's
               Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
               1997.)

10.36          Subordinated  Convertible  Debenture  dated March 5, 1997 between
               the Company and J. Crayton  Pruitt,  Sr., M.D.  (Incorporated  by
               reference to Exhibit 10.3 to the Registrant's Quarterly Report on
               Form 10-Q for the quarter ended March 31, 1997.)

10.37          Lease  Agreement  dated March 5, 1997  between the Company and J.
               Crayton Pruitt,  Sr., M.D.  (Incorporated by reference to Exhibit
               10.4 to the  Registrant's  Quarterly  Report on Form 10-Q for the
               quarter ended March 31, 1997.)

10.38          Lease  Guaranty  dated March 5, 1997  between J.  Crayton  Pruitt
               Family Trust U/T/A and CryoLife,  Inc., as Guarantor for CryoLife
               Acquisition  Corporation.  (Incorporated  by reference to Exhibit
               10.5 to the  Registrant's  Quarterly  Report on Form 10-Q for the
               quarter ended March 31, 1997.)

10.39          Form of Non-Competition Agreement dated March 5, 1997 between the
               Company and J. Crayton Pruitt,  Sr., M.D., Thomas Benham,  Thomas
               Alexandris,  Tom Judge,  Natalie Judge, Helen Wallace, J. Crayton
               Pruitt, Jr., M.D., and Johanna Pruitt. (Incorporated by reference
               to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q
               for the quarter ended March 31, 1997.)

11.1*          Statement re: Computation of Per Share Earnings.

21.1*          Subsidiaries of CryoLife, Inc.

23.1*          Consent of Independent Auditors.

23.2*          Consent of Independent Auditors.

27.1*          Financial Data Schedule

27.2+          Financial Data Schedule: Fiscal Year Ended 1996

27.3+          Financial Data Schedule:  Quarter Ended March 31, 1996

27.4+          Financial Data Schedule:  Quarter Ended June 30, 1996

27.5+          Financial Data Schedule:  Quarter Ended September 30, 1996

27.6+          Financial Data Schedule:  Quarter Ended March 31, 1997

27.7+          Financial Data Schedule:  Quarter Ended June 30, 1997

27.8+          Financial Data Schedule:  Quarter Ended September 30, 1997

- ---------------------------
* Previously filed
+ Filed herewith


               3.B. Executive Compensation Plans and Arrangements.

1.             1993  Employee  Stock  Incentive  Plan  adopted  on July 6, 1993.
               (Exhibit 10.2 to the Registrant's  Annual Report on Form 10-K for
               the fiscal year ended December 31, 1994.)

533127.1 (6.1)
                                       -7-





2.             1989  Incentive  Stock  Option Plan for the  Company,  adopted on
               March 23, 1989  (Exhibit  10.2 to the  Registrant's  Registration
               Statement on Form S-1 (No. 33-56388).)

3.             Incentive  Stock Option Plan,  dated as of April 5, 1984 (Exhibit
               10.3 to the Registrant's  Registration Statement on Form S-1 (No.
               33-56388).)

4.             Form of Stock  Option  Agreement  and Grant  under the  Incentive
               Stock Option and Employee Stock  Incentive Plans (Exhibit 10.4 to
               the  Registrant's   Registration   Statement  on  Form  S-1  (No.
               33-56388).)

5.             CryoLife, Inc. Profit Sharing 401(k) Plan, as adopted on December
               17, 1991 (Exhibit 10.5 to the Registrant's Registration Statement
               on Form S-1 (No. 33-56388).)

6.             Form of Supplemental  Retirement Plan, by and between the Company
               and its  Officers -- Parties to  Supplemental  Retirement  Plans:
               Steven G. Anderson,  Robert T. McNally, Gerald B. Seery, James C.
               Vander  Wyk,  Albert  E.  Heacox,  Kirby S.  Black  and  Edwin B.
               Cordell,  Jr.  (Exhibit  10.6  to the  Registrant's  Registration
               Statement on Form S-1 (No. 33-56388).)

7.             Employment  Agreement,  by and  between the Company and Steven G.
               Anderson.  (Exhibit  10.7(a)  to  the  Registrant's  Registration
               Statement on Form S-1 (No. 33-56388).)

8.             Employment  Agreement,  by and  between the Company and Robert T.
               McNally.   (Exhibit  10.7(b)  to  the  Registrant's  Registration
               Statement on Form S-1 (No. 33-56388).)

9.             Employment  Agreement,  by and  between the Company and Albert E.
               Heacox.   (Exhibit  10.7(c)  to  the  Registrant's   Registration
               Statement on Form S-1 (No. 33-56388).)

10.            Employment  Agreement,  by and  between the Company and Gerald B.
               Seery.  (Incorporated  by  reference  to  Exhibit  10.9(e) to the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1995.)

11.            Employment  Agreement,  by and  between  the Company and James C.
               Vander Wyk, Ph.D.  (Incorporated  by reference to Exhibit 10.9(f)
               to the Registrant's Annual Report on Form 10-K for the year ended
               December 31, 1995.)

12.            Employment  Agreement,  by and  between  the Company and Edwin B.
               Cordell, Jr. (Incorporated by reference to Exhibit 10.9(f) to the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1994.)

13.            CryoLife,  Inc. Non-Employee  Directors Stock Option Plan adopted
               on March 27, 1995. (Incorporated by reference to Exhibit 10.26 to
               the  Registrant's  Annual Report on Form 10-K for the fiscal year
               ended December 31, 1994.)

14.            CryoLife,  Inc.  Employee Stock Purchase Plan.  (Incorporated  by
               reference  to Exhibit "A" of the  Registrant's  Definitive  Proxy
               Statement  filed with the Securities  and Exchange  Commission on
               April 10, 1996.)

15.            Employment  Agreement  by and  between  the  Company and Kirby S.
               Black  (Incorporated  by  reference  to  Exhibit  10.9(g)  to the
               Registrant's  Annual  Report on Form  10-K/A for the fiscal  year
               ended December 31, 1996.)


533127.1 (6.1)
                                       -8-





16.            CryoLife,  Inc. 1998 Long-Term  Incentive Plan. (Exhibit 10.34 to
               this Form 10-K).

               (b) Reports on Form 8-K

The  Registrant  did not file a report on Form 8-K during the fourth  quarter of
the recently completed fiscal year.



533127.1 (6.1)
                                       -9-




                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                 CRYOLIFE, INC.


March 30, 1998                     By:
                                        Edwin B. Cordell, Jr.
                                      ------------------------------------------
                                      Vice President and Chief Financial Officer




533127.1 (6.1)
                                      -10-


 


         

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF CRYOLIFE, INC. FOR THE YEAR ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 1,369,699 43,145 6,571,751 94,287 260,796 18,181,323 17,353,960 5,787,596 34,972,719 7,244,628 0 0 0 101,103 24,828,088 34,972,719 0 37,228,354 0 12,593,126 18,551,612 166,600 71,800 6,083,616 2,156,135 3,927,481 0 0 0 3,927,481 .41 .41
 


         

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL DATA INFORMATION EXTRACTED FROM THE COMPANY'S UNAUDITED FINANCIAL STATEMENTS CONTAINED IN ITS REPORT ON FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000784199 CRYOLIFE, INC. 3-MOS DEC-31-1996 MAR-31-1996 1,273,142 4,485,974 6,352,965 43,187 333,884 19,275,685 8,592,933 5,069,543 25,098,513 3,723,505 0 0 0 50,059 21,324,949 21,375,008 0 8,433,807 0 2,878,849 4,315,765 15,000 0 1,239,193 456,696 782,497 0 0 0 782,497 0.08 0.08
 




5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL DATA INFORMATION EXTRACTED FROM THE COMPANY'S UNAUDITED FINANCIAL STATEMENTS CONTAINED IN ITS REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000784199 CRYOLIFE, INC. 6-MOS DEC-31-1996 JUN-30-1996 58,061 4,317,254 7,154,569 (53,837) 332,885 19,361,114 9,904,814 (5,324,542) 26,955,837 4,022,378 0 0 0 100,582 22,387,061 26,955,837 0 18,131,677 0 6,168,219 9,197,548 28,400 0 2,765,910 994,974 1,770,936 0 0 0 1,770,936 0.19 0.18
 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL DATA INFORMATION EXTRACTED FROM THE COMPANY'S UNAUDITED FINANCIAL STATEMENTS CONTAINED IN ITS REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000784199 CRYOLIFE, INC. 9-MOS DEC-31-1996 SEP-30-1996 97,145 2,145,688 7,311,881 (88,737) 353,427 17,446,326 15,231,276 5,579,541 32,109,252 4,540,416 0 0 0 101,060 23,885,217 32,109,252 0 28,542,326 0 9,731,419 14,090,993 81,600 39,269 4,719,914 1,687,524 3,032,390 0 0 0 3,032,390 0.32 0.31
 


5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED CONSOLIDATED BALANCE SHEET OF CRYOLIFE, INC. AS OF MARCH 31, 1997 AND THE RELATED UNAUDITED CONSOLIDATED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000784199 CRYOLIFE, INC. 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 192,000 42,000 9,110,000 131,000 1,073,000 20,858,000 18,533,000 6,167,000 47,063,000 6,570,000 5,000,000 0 0 101,000 25,909,000 47,063,000 554,000 10,413,000 282,000 3,426,000 5,328,000 15,000 132,000 1,527,000 575,000 575,000 0 0 0 575,000 .10 .10
 





5 THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED CONSOLIDATED BALANCE SHEET OF CRYOLIFE, INC. AS OF JUNE 30, 1997 AND THE RELATED UNAUDITED CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000784199 CRYOLIFE, INC. 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 208,000 41,000 8,067,000 131,000 1,257,000 21,792,000 19,932,000 7,140,000 47,937,000 5,165,000 5,000,000 0 0 102,000 27,241,000 47,937,000 2,176,000 23,136,000 1,291,000 7,976,000 11,350,000 15,000 428,000 3,382,000 1,270,000 2,112,000 0 0 0 2,112,000 .22 .21
 




5 THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDIED CONSOLIDATED BALANCE SHEET OF CRYOLIFE, INC. AS OF SEPTEMBER 30, 1997 AND THE RELATED UNAUDITED CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000784199 CRYOLIFE, INC. 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 42,000 41,000 10,040,000 146,000 1,487,000 24,936,000 20,997,000 7,488,000 51,684,000 6,417,000 5,000,000 0 0 102,000 28,842,000 51,684,000 3,864,000 37,814,000 1,874,000 13,089,000 18,994,000 31,000 744,000 5,731,000 2,161,000 3,570,000 0 0 0 3,570,000 .37 .36