SCHEDULE 13G

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.:  1  )*

CRYOLIFE INC COM
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(Name of Issuer) 

COMMON STOCK
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(Title of Class of Securities) 

228903100
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(CUSIP NUMBER) 

February 29, 2004
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(Date of Event Which Requires Filing of this Statement) 

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page. 

The information required in the remainder of this cover page shall not be 
deemed to be "filed" for the purpose of Section 18 of the Securities  
Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities 
of that section of the Act but shall be subject to all other provisions 
of the Act (however, see the Notes). 

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CUSIP No.  228903100                13G

1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 

Merrill Lynch & Co., Inc.
(on behalf of Merrill Lynch Investment Managers (MLIM"))** 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing 

(a) [ ] 
(b) [ ] 

3. SEC USE ONLY 

4. CITIZENSHIP OR PLACE OF ORGANIZATION 

Delaware

NUMBER OF SHARES BENEFICALLY OWNED BY EACH REPORTING PERSON WITH 

5. SOLE VOTING POWER 

NONE

6. SHARED VOTING POWER 

1,018,837

7. SOLE DISPOSITIVE POWER 

NONE

8. SHARED DISPOSITIVE POWER 

1,018,837

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 

1,018,837 (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act)

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 

4.39%

12. TYPE OF REPORTING PERSON* 

HC, CO 

*SEE INSTRUCTION BEFORE FILING OUT!
**SEE EXHIBIT A

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14. CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS 
SCHEDULE IS FILED: 

[X] Rule 13d-1 (b) 
[ ] Rule 13d-1 (c) 
[ ] Rule 13d-1 (d) 

SCHEDULE 13G

ITEM 1 (a) Name of Issuer: 
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CRYOLIFE INC COM  (the "Company")

ITEM 1 (b) Address of Issuer's Principal Executive Offices: 
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1655 Roberts Boulevard NW
Kennesaw, GA
30144

ITEM 2 (a) Name of Persons Filing: 
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Merrill Lynch & Co., Inc.
(On behalf of Merrill Lynch Investment Managers ("MLIM")

ITEM 2 (b) Address of Principal Business Office or, if none, Residence: 
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Merrill Lynch & Co., Inc.
(on behalf of Merrill Lynch Investment Managers ("MLIM")) 
World Financial Center, North Tower 
250 Vesey Street 
New York, NY 10381 

ITEM 2 (c) Citizenship: 
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See Item 4 of Cover Pages 

ITEM 2 (d) Title of Class Securities: 
--------------------------- 

Common Stock 

ITEM 2 (e) CUSIP NUMBER: 

See Cover Page 

ITEM 3 

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
13d-2(c), check whether the person filing is a: 

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(a) [ ] Broker or Dealer registered under Section 15 of the Act, 
(b) [ ] Bank as defined in Section 3(a) (6) of the Act, 
(c) [ ] Insurance Company as defined in Section 3(a) (19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the Investment 
Company Act of 1940,
(e) [X] Investment Adviser in accordance with Rule 13d-1(b) (1) (ii) (E), 
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with 
Rule 13d-1(b) (ii) (F),
(g) [X] Parent Holding Company or Control Person in accordance with 
Rule 13d-1(b) (ii) (G); see Item 7,
(h) [ ] A savings association as defined in Section 3(b) of the Federal 
Deposit Insurance Act (12 U.S.C. 1813), 
(i) [ ] A church plan that is excluded from the definition of an 
investment company under Section 3(c) (14) of the Investment
Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b) (1) (ii) (J). 

ITEM 4 Ownership 
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(a)  Amount Beneficially Owned:

See Item 9 of Cover Pages.

(b)  Percent of Class: 

See Item 11 of Cover Pages

(c)  Number of shares as to which such person has: 

(i) sole power to vote or to direct the vote:

See Item 5 of Cover pages

(ii) shared power to vote or to direct the vote:

See Item 6 of Cover pages

(iii) sole power to dispose or to direct the disposition of:

See Item 7 of Cover pages

(iv) shared power to dispose or to direct the disposition of:

See Item 8 of Cover pages

ITEM 5 Ownership of Five Percent or Less of a Class.
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If this statment is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more 

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than five percent of the class of securities, check the following: [ X ] 

ITEM 6 Ownership of More than Five Percent on Behalf of Another Person. 
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Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company. 
Merrill Lynch Investment Managers ("MLIM") is an operating division 
of ML&Co.'s indirectly owned asset management subsidiaries. Certain of
these subsidiaries hold certain shares of the security which is the 
subject of this report. (See Item 7). 

ITEM 7 Identification and Classification of the Subsidiary Which 
Acquired the Security Being Reported on by the Parent Holding Company
or Control Person.
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Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company.
Merrill Lynch Investment Managers ("MLIM") is an operating division 
of ML&Co. consisting of ML&Co.'s indirectly-owned asset management 
subsidiaries. The following asset management subsidiaries hold certain 
shares of the common stock, which is the subject of this 13G filing:

FAM D/B/A MERCURY ADVISORS (SUB)
FEDERATED INVESTMENT MANAGEMENT CO
MERRILL LYNCH INVESTMENT MANAGERS, L.P.

ITEM 8 Identification and Classification of Members of the Group. 
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Not Applicable 

ITEM 9 Notice of Dissolution of Group. 
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Not Applicable 

ITEM 10 Certification
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By signing below each of the undersigned certifies that, to the best
Of their knowledge and belief, the securities referred to above were 
acquired and are held in the ordinary course of business and were not 
acquired and are not held for the purpose of or with the effect of  
changing or influencing the control of the issuer of such securities and 
were not acquired and are not held in connection with or as a participant 
in any transaction having such purpose or effect.

Signature. 
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After reasonable inquiry and to the best of my knowledge and belief, 

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each of the undersigned certifies that the information set forth in 
this statement is true, complete and correct. 

Date:  March 9, 2004

Merrill Lynch & Co, Inc. 
(on behalf of Merrill Lynch Investment Managers ("MLIM")) 

/s/ Andrew J. Donohue

----------------------------- 
Name: Andrew J. Donohue
Title: First Vice President,
Secretary & General Counsel* 

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*Signed pursuant to a power of attorney, dated January 12, 2004, included 
as Exhibit B to this  Schedule 13G filed with the Securities and Exchange 
Commission by Merrill Lynch & Co, Inc. (on behalf of Merrill Lynch 
Asset Management Group ("AMG")) - now known as Merrill Lynch Investment 
Managers ("MLIM") 

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EXHIBIT A

Merrill Lynch Investment Managers("MLIM")of ML&Co. is comprised of the
following legal entities: Merrill Lynch Investment Managers, L.P., ("MLIMLP")
doing business as Merrill Lynch Investment Managers; Fund Asset Management, L.P.
("FAM") doing business as Fund Asset Management; Merrill Lynch Investment
Managers, LLC ("MLIMLLC"); Merrill Lynch Asset Management U.K. Limited
("MLAM UK"); Merrill Lynch (Suisse) Investment Management S.A. (MLS);
Merrill Lynch Investment Managers International Limited ("MLIMI"); Merrill 
Lynch Investment Managers Limited; Merrill Lynch Investment Managers
(Asia Pacific)Limited; Merrill Lynch Investment Managers (Asia)Limited;
Merrill Lynch Investment Managers Limited (Australia); Merrill Lynch 
Investment Managers (Isle of Man) Limited; Munich London Investment
Management Limited; Munich London Investment Management (Jersey)
Limited; Merrill Lynch Investment Managers Co. Ltd; DSP Merrill Lynch
Fund Managers Ltd; Merrill Lynch Global Asset Management Limited;
Merrill Lynch Fund Managers Limited;  Merrill Lynch Fund Managers 
(Channel Islands)Limited; Merrill Lynch Investment Managers 
(Channel Islands)Limited; and Merrill Lynch Pensions Limited.
Each of MLIMLP, FAM, MLAM UK, MLS and MLIMI is an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940,
which acts as investment adviser to various investment companies registered
under Section 8 of the Investment Company Act of 1940. Each other firm
constituting part of MLIM is an investment adviser operating under the laws 
of a jurisdiction other than the United States.  The investment advisers that
comprise MLIM exercise voting and investment powers over portfolio
securities independently from other direct and indirect subsidiaries
of ML&Co.

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EXHIBIT B

POWER OF ATTORNEY

The undersigned, Merrill Lynch & Co., Inc. (the "Corporation"), a corporation
Duly organizedunder the laws of the State of Delaware, with its principal place
of business  at 4 World Financial Center, New York, New York, 10080, does
hereby make, constitute and appoint Andrew J. Donohue, Thomas D. Jones, III,
Ira P. Shapiro and Phillip S. Gillespie acting severally, each of whose address
is Merrill Lynch Investment Managers, L.P., 800 Scudders Mill Road,
Plainsboro, NJ,08536, as its true and lawful attorneys-in-fact for it and in its
name, place and stead (i) to execute on behalf of the Corporation and cause to
be filed and/or delivered, as required under Section 13(d)of the Securities
Exchange Act of 1934 (the "Act") and the regulations thereunder, any number,
as appropriate, of original, copies, or electronic filings of the Securities and
Exchange Commission Schedule 13D or Schedule 13G Beneficial Ownership 
Reports (together with any amendments and joint filing agreements under Rule 
13d-1(f)(1) of the Act, as may be required thereto) to be filed and/or delivered
with respect to any equity security (as defined in Rule 13d-1(d) under the Act)
beneficially owned by the undersigned and which must be reported by the
undersigned pursuant to Section 13(d) of the Act and the regulations thereunder,
and generally to take such other actions and perform such other things necessary
to effectuate the foregoing as fully in all respects as if the undersigned could
do if personally present.  This Power of Attorney shall remain in effect
until revoked, in writing, by the undersigned.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of January, 2004.

MERRILL LYNCH & CO., INC.

By:    

/s/ Rosemary T. Berkery
Name: Rosemary T. Berkery 
Title: Executive Vice President and General Counsel