As filed with the Securities and Exchange Commission on March 30, 1998
                                                       REGISTRATION NO. 333-
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

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

            FLORIDA                                     58-2417093
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

                          1655 ROBERTS BOULEVARD, N.W.
                             KENNESAW, GEORGIA 30144
                                 (770) 419-3355
(Address,  including zip code,  and telephone  number,  including  area code, of
registrant's principal executive offices)
                                 ---------------
                               STEVEN G. ANDERSON
                             CHIEF EXECUTIVE OFFICER
                                 CRYOLIFE, INC.
                          1655 ROBERTS BOULEVARD, N.W.
                             KENNESAW, GEORGIA 30144
                                 (770) 419-3355
   (Name, address, including zip code and telephone number, including area 
                           code, of agent for service)

                          COPIES OF COMMUNICATIONS TO:
    B.Joseph Alley, Jr., Esq.                          William T. Whelan, Esq.
  Arnall Golden & Gregory, LLP                            Palmer & Dodge LLP
    2800 One Atlantic Center                               One Beacon Street
   1201 West Peachtree Street                        Boston, Massachusetts 02108
     Atlanta, Georgia 30309                                (617) 573-0100
         (404) 873-8500

                                 ---------------
            APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE
           SECURITIES TO THE PUBLIC: As soon as practicable after this
                    Registration Statement becomes effective.
                                 ---------------
     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. |_|
     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |_|
     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |X| 333-46545
     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_|
     If delivery of the prospectus is expected to be made pursuant to Rule 434,
 please check the following box. |_|
CALCULATION OF REGISTRATION FEE ============================================================================================================================= Proposed Proposed Title of Each Class of Amount to Maximum Offering Maximum Aggregate Amount of Securities to be Registered be Registered Price Per Share(1) Offering Price(1) Registration Fee(1) - ----------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 287,500 Shares $14.6875 $4,222,656.25 $1,245.68 =============================================================================================================================
(1) Calculated pursuant to Rule 457(c) and based on the average of the high and low prices of the Company's Common Stock on March 23, 1998, as reported on the New York Stock Exchange. ------------------ This registration statement is being filed with respect to the registration of additional shares of Common Stock, $.01 par value per share, of CryoLife, Inc., a Florida corporation, (the "Company") for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Company's earlier effective registration statement (File No. 333-46545) are incorporated in this registration statement by reference. The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith. EXHIBIT INDEX Exhibit No. Description 5.1 Opinion of Arnall Golden & Gregory, LLP. (Incorporated by reference to Exhibit 5.1 to the Registrant's Registration Statement on Form S-3 (Registration Statement No. 333-46545)). 23.1 Consents of Ernst & Young LLP. (Incorporated by reference to Exhibit 23.1 to the Registrant's Registration Statement on Form S-3 (Registration Statement No. 333-46545)). 23.2 Consent of KPMG Peat Marwick LLP. Filed herewith. 23.3 Consent of Arnall Golden & Gregory, LLP. (Included in Exhibit 5.1). 24.1 Powers of Attorney. (Incorporated by reference to Exhibit 24.1 to the Registrant's Registration Statement on Form S-3 (Registration Statement No. 333-46545)). 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-3 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 March 30, 1998. CRYOLIFE, INC. By: /s/ Steven G. Anderson ------------------------------ Steven G. Anderson President, Chief Executive Officer and Chairman of the Board of Directors 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 Chairman of March 30, 1998 Steven G. Anderson the Board of Directors (Principal Executive Officer) /s/ Edwin B. Cordell, Jr. Vice President and Chief ------------------------- Financial Officer March 30, 1998 Edwin B. Cordell, Jr. (Principal Financial and Accounting Officer) * ------------------------ Director Ronald D. McCall * ------------------------- Director Benjamin H. Gray * ------------------------- Director Virginia C. Lacy * -------------------------- Director Ronald Charles Elkins, M.D. *By: /s/ Edwin B. Cordell, Jr. March 30, 1998 --------------------------- Edwin B. Cordell, Jr. Attorney-in-fact



                              ACCOUNTANT'S CONSENT


The Board of Directors
CryoLife, Inc.

We consent to the use of our report included herein and to the references to our
firm under the headings "Selected  Consolidated Financial Data" and "Experts" in
the prospectus.



                                                     KPMG Peat Marwick LLP


Atlanta,Georgia
March 30, 1998