As filed with the Securities and Exchange Commission on November 21, 1996

Registration Statement No. 333-

===================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
----------------------

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CRYOLIFE, INC.
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(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 (770) 419-3355
------------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Steven G. Anderson, President, CEO and
Chairman of the Board of Directors
CryoLife, Inc.
1655 Roberts Boulevard, NW
Kennesaw, Georgia 30144 (770) 419-3355
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(Name, address, including zip code, and telephone
number, including area code, of agent for service)

Copy to:
B. Joseph Alley, Jr., Esq.
Arnall Golden & Gregory
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30303-3450
(404) 873-8500

APPROXIMATE  DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:  FROM TIME TO
TIME AFTER THIS REGISTRATION  STATEMENT BECOMES EFFECTIVE,  AS DETERMINED BY THE
SELLING SHAREHOLDER.

If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]

367906.5

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. [ X ]

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. [ ]

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

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Proposed
Title of Each Class                                      Proposed                   Maximum                 Amount of
of Securities to be          Amount to be            Maximum Offering         Aggregate Offering       Registration Fee(1)
Registered                Registered            Price Per Share (1)            Price (1)
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Common Stock
$.01 Par Value            10,395 Shares                     $15.25                $158,523.75                  $100.00

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1
Estimated  solely for purposes of calculating the registration fee pursuant
to Rule  457(c)  and based  upon the  average of the high and low prices for the
Company's Common Stock on the Nasdaq National Market on November 15, 1996.

The Registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
shall determine.

367906.5

INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION  STATEMENT  RELATING  TO THESE  SECURITIES  HAS BEEN FILED WITH THE
SECURITIES  AND EXCHANGE  COMMISSION.  THESE  SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE  AN  OFFER  TO  SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN ANY STATE IN WHICH SUCH OFFER,  SOLICITATION  OR SALE WOULD BE UNLAWfUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED NOVEMBER 21, 1996

CRYOLIFE, INC.

10,395 SHARES

COMMON STOCK

(PAR VALUE, $.01 PER SHARE)

This Prospectus  ("Prospectus")  relates to 10,395 shares (the "Shares") of
common stock,  $.0l par value per share ("Common Stock"),  of CryoLife,  Inc., a
Florida corporation (the "Company").  The Shares may be offered by a shareholder
of the Company (the "Selling  Shareholder") from time to time in transactions in
the over-the-counter market, in negotiated transactions or a combination of such
methods  of sale at  market  prices  prevailing  at the time of sale,  at prices
related to such prevailing  market prices or at negotiated  prices.  On November
15, 1996,  the closing  sales price of the Common  Stock on the National  Market
System, as reported by the National Association of Securities Dealers' Automated
Quotation System ("Nasdaq") was $14.75. The Selling  Shareholder may effect such
transactions  by  selling  the  Shares to or  through  broker-dealers,  and such
broker-dealers may receive  compensation in the form of discounts or commissions
from the Selling  Shareholder  and/or the purchasers of the Shares for whom such
broker-dealers  may act as agents or to whom they sell as  principals,  or both.
See "Selling Shareholder" and "Manner of Distribution."

All  of  the  Shares  offered  hereunder  are to be  sold  by  the  Selling
Shareholder.  None of the  proceeds  from the sale of the Shares by the  Selling
Shareholder will be received by the Company.  The Company has agreed to bear all
expenses   (other  than  discounts  or   commissions)  in  connection  with  the
registration and sale of the Shares being offered by the Selling Shareholder.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION  PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS NOVEMBER ____, 1996.

No  person  has  been  authorized  to give any  information  or to make any
representations other than those contained in this Prospectus in connection with
the offering made by this Prospectus and, if given or made, such  information or
representations  must  not be  relied  upon as  having  been  authorized  by the
Company.  This  Prospectus  does  not  constitute  an  offer  to  sell,  or  the
solicitation  of  an  offer  to  buy,  the  securities  offered  hereby  in  any
jurisdiction  to any  person  to  whom  it is  unlawful  to  make  an  offer  or
solicitation. Except where otherwise indicated, this Prospectus speaks as of the
date hereof. The delivery of this Prospectus shall not, under any circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company since the date hereof.

367906.5

AVAILABLE INFORMATION

The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files Annual,  Quarterly and Current Reports (on Forms 10-K, 10-Q and
8-K,   respectively),   proxy   statements   utilized  in  the  solicitation  of
shareholders  as well as other  information  with the  Securities  and  Exchange
Commission  (the  "Commission").   Such  reports,  proxy  statements  and  other
information  filed by the Company  under the Exchange  Act can be inspected  and
copied at the public reference  facilities  maintained by the Commission at Room
1024, 450 Fifth Street,  N.W.,  Washington,  D.C. 20549 and at the  Commission's
Regional  Offices at 7 World Trade Center,  Suite 1300, New York, New York 10048
and Northwestern  Atrium Center, 500 West Madison Street,  Suite 1400,  Chicago,
Illinois  60661.  Copies  of such  material  can be  obtained  from  the  Public
Reference  Section of the Commission,  Washington D.C. at prescribed  rates. The
Common  Stock of the  Company is traded on the Nasdaq  National  Market  System.
Reports and other  information  concerning  the Company may be  inspected at the
National  Association  of  Securities  Dealers,   Inc.,  1735  K  Street,  N.W.,
Washington, D.C. 20006.

This Prospectus  constitutes a part of a Registration Statement on Form S-3
(together with any amendments thereto, the "Registration  Statement") filed with
the Commission  under the  Securities  Act of 1933, as amended (the  "Securities
Act") relating to the Shares offered  hereby.  This  Prospectus does not contain
all of the information set forth in the Registration  Statement and the exhibits
and schedules thereto, certain portions of which have been omitted in accordance
with the rules and regulations of the Commission.  Statements  contained in this
Prospectus  as to the  contents  of any  contract  or  other  document  are  not
necessarily  complete,  and in each  instance  reference is made to such copy of
such  contract  or  other  document  filed  as an  exhibit  to the  Registration
Statement,  each statement being qualified in all respects by such reference and
the  exhibits and  schedules  thereto.  For further  information  regarding  the
Company  and  the  Shares  offered  hereby,  reference  is  hereby  made to such
Registration  Statement and such exhibits and schedules,  which may be inspected
without  charge at the  office of the  Commission  at 450  Fifth  Street,  N.W.,
Washington, D.C. 20549, and copies of which may be obtained, from the Commission
upon payment of the fees prescribed by the Commission.

DOCUMENTS INCORPORATED BY REFERENCE

In  accordance  with the  requirements  of the  Exchange  Act,  the Company
periodically  files certain reports and other  information  with the Commission.
The following  documents  filed with the Commission are hereby  incorporated  in
this Prospectus by reference:

(a) The  Company's  Annual  Report on Form  10-K,  as  amended,  filed with
respect to the year ended December 31, 1995.

(b) The Company's  Quarterly  Report on Form 10-Q filed with respect to the
quarter ended March 31, 1996.

(c) The Company's  Current  Report on Form 8-K filed with the Commission on
April 16, 1996.

(d) The Company's  Quarterly  Report on Form 10-Q filed with respect to the
quarter ended June 30, 1996.

(e) The Company's  Quarterly  Report on Form 10-Q filed with respect to the
quarter ended September 30, 1996.

367906.5
2

(f)  The  description  of  the  Company's  Common  Stock  contained  in the
Company'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.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act 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.

The  Company  will  provide  without  charge  to each  person  to whom this
Prospectus is delivered,  upon the written or oral request of any such person, a
copy  of any  or  all of the  documents  incorporated  by  reference  into  this
Prospectus,  other than  exhibits to such  documents,  unless such  exhibits are
specifically incorporated by reference herein. Such requests should be addressed
to  CryoLife,  Inc.,  1655  Roberts  Boulevard,  NW,  Kennesaw,  Georgia  30144,
Attention: Suzanne Gabbert, Assistant Secretary (770) 419-3355.

THE COMPANY

The  Company  is a  leader  in the  development  and  commercialization  of
technology for  cryopreservation of viable human  cardiovascular and orthopaedic
tissues for  transplant.  The Company was  organized  in 1984 to address  market
opportunities in the area of biological  implantable devices and materials,  and
it is today the dominant provider of cryopreservation  services for viable human
heart valves.  The Company uses proprietary or patented  processes to disinfect,
preserve, store, and transport human heart valves, veins, and connective tissues
for use in cardiac, vascular, and orthopaedic surgeries.  Tissue preserved using
the Company's proprietary  cryopreservation processes can be stored for extended
periods of time and retains cell viability when properly thawed for implantation
into human  recipients.  Tissue is procured from deceased  human donors by organ
procurement agencies and tissue banks (all of which are  not-for-profit),  which
consign  the  tissue to the  Company  for  processing  and  preservation.  After
preservation, tissue is stored by the Company or delivered directly to hospitals
at the implanting  physician's request. The Company charges a fee for performing
its services but does not buy or sell human tissue.  The Company's  Common Stock
is traded over the Nasdaq National Market System under the ticker symbol "CRYL."

RISK FACTORS

GOVERNMENT REGULATION

The processing and distribution of the Company's human heart valves are
currently  regulated as Class II medical  devices by the U.S.  Food and
Drug Administration  ("FDA"), and are subject to significant regulatory
requirements,  including current good  manufacturing  regulations (GMP)
and record-keeping requirements. There can be no assurance that changes
in regulatory  treatment or the adoption of new statutory or regulatory
requirements will not occur,  which could impact the marketing of these
products or could affect market demand for these products.

Other  allograft  tissues  processed and distributed by the Company are
currently  regulated  as "banked  human  tissue"  under an interim rule
promulgated by the FDA pursuant to the Public Health Services Act. This
interim rule  establishes  requirements for donor testing and screening
for human  tissue  and  record-keeping  relating  to these  activities.
Although the Company's other human tissue allografts are not currently

367906.5
3

regulated  as medical  devices,  such  tissue may in the future  become
subject to more extensive FDA regulation, which could include premarket
approval or product licensing requirements.

The Company's  porcine heart valve products are classified as Class III
medical devices and have not been approved for distribution  within the
United  States.  Distribution  of these porcine heart valves within the
European common market is dependent upon the Company maintaining its CE
Mark and ISO 9001 status.  There can be no  assurance  that the Company
will be able to obtain  the FDA  approval  which  will be  required  to
distribute  its porcine  heart valve  products in the United  States or
that it will be able to maintain its CE Mark or ISO 9001 status.

Most  of  the  Company's  products  in  development,   if  successfully
developed,  will require regulatory  approvals from the FDA and perhaps
other   regulatory   authorities   before  they  may  be   commercially
distributed.  The process of obtaining  required  regulatory  approvals
from  the  FDA  and  other  regulatory  authorities  normally  involves
clinical trials in humans and the preparation of an extensive premarket
approval  application  and often  takes  many  years.  The  process  is
expensive and can vary significantly based on the type,  complexity and
novelty of the  product.  There can be no  assurance  that any products
developed  by  the  Company,  independently  or in  collaboration  with
others,  will  meet  applicable  regulatory  criteria  to  receive  the
required approvals for manufacturing and marketing. Delays in obtaining
United  States  or  foreign   approvals  could  result  in  substantial
additional  cost to the  Company  and  adversely  affect the  Company's
competitive position.

The FDA may also place  conditions  on clearances  that could  restrict
commercial  applications of such products.  Product marketing approvals
or clearances may be withdrawn if compliance with regulatory  standards
is not maintained or if problems  occur  following  initial  marketing.
Delays  imposed by the  governmental  clearance  process may materially
reduce the period during which the Company has the  exclusive  right to
commercialize patented products.

Products  marketed by the Company pursuant to FDA or foreign  oversight
or approval are subject to pervasive and continuing regulation.  In the
United  States,   devices  and  biologics  must  be   manufactured   in
registered,  and in the case of biologics licensed,  establishments and
must be  produced in  accordance  with GMP  regulations.  Manufacturing
facilities  and  processes  are  subject to  periodic  FDA  inspection.
Labeling and promotional activities are also subject to scrutiny by the
FDA and, in certain  instances,  by the Federal Trade  Commission.  The
export of devices and biologics is also subject to  regulation  and may
require  FDA  approval.  From  time to time  the  FDA may  modify  such
regulations, imposing additional or different requirements.  Failure to
comply with any  applicable FDA  requirements,  which may be ambiguous,
could result in civil and criminal enforcement actions, product recalls
or detentions and other penalties.

In addition,  the National Organ Transplant Act ("NOTA")  prohibits the
acquisition  or transfer of human organs for  "valuable  consideration"
for  use  in  human  transplantation.   NOTA  permits  the  payment  of
reasonable  expenses  associated  with  the  removal,   transportation,
processing,  preservation, quality control and storage of human organs.
There can be no assurance, however, that restrictive interpretations of
NOTA will not be adopted in the future that will call into question one
or  more  aspects  of  the  Company's   methods  of  charging  for  its
preservation  services. The Company's laboratory operations are subject
to the  U.S.  Department  of  Labor,  Occupational  Safety  and  Health
Administration  and Environmental  Protection  Agency  requirements for
prevention of occupational  exposure to infectious agents and hazardous
chemicals and protection of the  environment.  Some states have enacted
statutes and regulations  governing the processing,  transportation and
storage of human  organs and tissue and  management  believes  that the
Company is presently in  compliance  in all material  respects with all
such  applicable  statutes and  regulations.  There can be no assurance
that more restrictive  state laws or regulations will not be adopted in
the future that could adversely affect the Company's operations.

367906.5
4

COMPETITION

The Company faces  competition  from other companies that  cryopreserve
human tissue,  as well as companies that market  mechanical  valves and
synthetic and animal tissue for implantation.  Management believes that
at least four tissue  banks offer  cryopreservation  services for human
heart valves and many companies  offer  processed  porcine heart valves
and mechanical heart valves. A few companies  dominate  portions of the
mechanical and porcine heart valve markets,  including St. Jude Medical
Inc. and Medtronic  Inc.  (mechanical  valves) and a division of Baxter
International Inc. (porcine valves).  Many of the Company's competitors
have greater  financial,  technical  and marketing  resources  than the
Company  and are well  established  in their  markets.  There can be no
assurance  that the  Company's  products and  services  will be able to
continue to compete  successfully  with the  products of these or other
companies.

Any products developed by the Company that gain regulatory clearance or
approval will have to compete for market  acceptance  and market share.
An  important  factor in such  competition  may be the timing of market
introduction of competitive products.  Accordingly,  the relative speed
with which the Company can develop products,  gain regulatory  approval
and reimbursement  acceptance and supply  commercial  quantities of the
product to the market are expected to be important competitive factors.
In addition,  the Company believes that the primary competitive factors
for its products include safety,  efficacy,  ease of use,  reliability,
suitability for their specified uses in service and price.  The Company
also believes that physician  relationships  are important  competitive
factors.

LIMITED AVAILABILITY OF TISSUE

Although  the  Company is pursuing  the  development  of  products  and
services that would not be constrained by tissue availability,  such as
its porcine heart valves and  biological  glues,  much of the Company's
current business depends upon the availability of sufficient quantities
of tissue from human donors.  In particular,  continuing  limits on the
supply of donated heart tissue could restrict the Company to modest, if
any,  growth  in the  number of human  heart  valves  preserved  by the
Company.  Over the past  several  years,  the  overall  number of human
donors  has  been  relatively  constant.  A  significant  reduction  in
supplies of human  tissue could have a material  adverse  effect on the
Company's  business.  The Company relies  primarily upon the efforts of
third party procurement  agencies (all of which are not for profit) and
others to educate  the public and foster an  increased  willingness  to
donate  tissue.  Based on the  Company's  experience  with human  heart
valves,  management  believes  that  once  the use by  physicians  of a
particular tissue gains acceptance,  demand for  transplantable  tissue
will exceed the amount of tissue  available  from human  donors.  While
tissue  availability  is not currently a limiting  factor for most vein
tissue  and  orthopedic  tissues,  rapid  growth in these  areas  could
ultimately  be limited by tissue  availability,  in  addition  to other
factors.

UNCERTAINTIES REGARDING PRODUCTS IN DEVELOPMENT

The Company's  porcine heart valve  products are currently only offered
for sale outside of the United States and are presently manufactured by
a third party under a contract. The porcine heart valves are subject to
the risk that the Company may be unable to obtain governmental approval
necessary  to permit  commercial  distribution  of these  valves in the
United States and to the risk that the Company's  manufacturer will not
fulfill its contractual  obligations,  which could, in turn,  result in
shortages of supplies of porcine heart valves.

The Company's  research and development  efforts are time consuming and
expensive and there can be no assurance that these efforts will lead to
commercially  successful  products  or  services.  Even the  successful
commercialization  of a new service or product in the medical  industry
can be  characterized  by slow  growth  and high cost  associated  with
marketing,  under-utilized production capacity, and continuing research
and development and education costs. Generally, the introduction of new
human tissue products requires significant physician training and years
of clinical evidence derived from human implants in order to gain

367906.5
5

community  acceptance.  With respect to the  Company's  major  products
under development, FibRx(R) has progressed through animal trials and is
presently undergoing virology validation procedures mandated by the FDA
prior  to  the  approval  for  human  clinical  trials,  BioGlue(R)  is
progressing through animal and toxicity evaluations,  and SynerGraft(R)
has begun initial animal testing.  In addition,  the Company's emphasis
with respect to its BioGlue product in development continues to undergo
modification  regarding  delivery  mechanisms and evaluation of its key
components  and  their  intended  applications.  As  a  result  of  the
foregoing, management cannot effectively predict the duration or extent
of, or whether any newly introduced service will successfully complete,
these initial stages, and as a result, there is no guaranty that any of
these products will ultimately be approved for use on human tissue.

DEVELOPMENT PARTNERS

The  Company's  strategy for  developing,  testing and  commercializing
certain  of  its  products  in  development   includes   entering  into
collaborations   with  academic   institutions,   corporate   partners,
licensors,  licensees and others. These collaborations potentially will
provide access to technologies,  technical  expertise and financial and
other resources that might otherwise be unavailable to the Company. The
Company has  entered  into  collaborations  with  various  institutions
related to the  development  and  testing  of its tissue  technologies.
Although the Company believes that its partners in these collaborations
are   motivated   to   succeed   in   performing   their    contractual
responsibilities, their actual and timely success cannot be assured.

Furthermore,  the  Company  anticipates  that its future  research  and
development  projects,  including  those with respect to its Synergraft
and Bioglue products under  development,  may require the assistance of
third party  collaborators with respect to the provision of capital and
know-how. There can be no assurance,  however, that the Company will be
able to negotiate additional  collaborative agreements in the future on
acceptable  terms, if at all, or that such  collaborative  arrangements
will be  successful.  Failure to obtain and  successfully  execute such
arrangements  in  the  future  could  increase  the  Company's  capital
requirements  to undertake  research,  development and marketing of its
proposed  products.  In addition the Company may encounter  significant
delays in  introducing  its proposed  products into certain  markets or
find that the development, manufacture or sale of its proposed products
in  certain  markets  is  adversely  affected  by the  absence  of such
collaborative  agreements or the failure of  collaborative  partners to
perform their obligations in a timely fashion.

PATENTS AND PROTECTION OF PROPRIETARY TECHNOLOGY

The Company owns several  patents,  patent  applications,  and licenses
relating  to its  technologies,  which it  believes  provide  important
competitive  advantages.  There can be no assurance  that the Company's
pending patent  applications  will issue as patents or that  challenges
will not be instituted concerning the validity or enforceability of any
patent owned by the Company,  or, if instituted,  that such  challenges
will not be  successful.  The cost of litigation to uphold the validity
and prevent infringement of a patent would be substantial. Furthermore,
there  can be no  assurance  that  competitors  will not  independently
develop similar technologies or duplicate the Company's technologies or
design around the patented aspects of the Company's technologies. There
can be no assurance that the Company's  proposed  technologies will not
infringe patents or other rights owned by others, licenses to which may
not be  available to the Company.  In  addition,  under  certain of the
Company's  license  agreements,  if the Company  fails to meet  certain
contractual  obligations,  including  the  payment of  minimum  royalty
amounts,  such  licenses may become  nonexclusive  or terminable by the
licensor. Additionally, the Company protects its proprietary technology
and  processes  in  part  by   confidentiality   agreements   with  its
collaborative  partners,  employees  and  consultants.  There can be no
assurance that these agreements will not be breached,  that the Company
will have adequate remedies for any breach, or that the Company's trade
secrets will not otherwise become known or independently  discovered by
competitors.

367906.5
6

UNCERTAINTIES REGARDING FUTURE HEALTH CARE REIMBURSEMENTS

Even though the Company does not receive  payments  directly from third
party healthcare payers, their reimbursement  methods may impact demand
for the  Company's  cryopreserved  tissue.  The  Company  is  unable to
predict what changes will be made in the reimbursement methods utilized
by third  party  healthcare  payers  or their  effect  on the  Company.
Changes in the reimbursement methods utilized by third party healthcare
payers,  including  Medicare,  with  respect to  cryopreserved  tissues
provided  for  implant by the Company and other  Company  services  and
products,  could  have  a  material  adverse  effect  on  the  Company.
Significant  uncertainty exists as to the reimbursement status of newly
approved  health  care  products  and  services  and  there  can  be no
assurance  that adequate third party coverage will be available for the
Company to maintain  price  levels  sufficient  for  realization  of an
appropriate  return  on its  investment  in  developing  new  products.
Government and other third party payers are increasingly  attempting to
contain  healthcare  cost by limiting  both  coverage  and the level of
reimbursement for new products approved for marketing by the FDA and by
refusing  in some cases to provide  any  coverage  for uses of approved
products for  indications  for which the FDA has not granted  marketing
approval.  If  adequate  coverage  and  reimbursement  levels  are  not
provided by  government  and other  third party  payers for uses of the
Company's  new  products  and  services,  market  acceptance  of  these
products could be adversely affected.

DEPENDENCE ON KEY PERSONNEL

The  Company's   business  and  future  operation   results  depend  in
significant part upon the continued  contributions of its key technical
personnel  and senior  management,  many of whom would be  difficult to
replace.  The  Company's  business  and future  operating  results also
depend in  significant  part upon its  ability  to  attract  and retain
qualified  management,  processing,  technical,  marketing,  sales, and
support personnel for its operation.  Competition for such personnel is
intense  and  there  can be no  assurance  that  the  Company  will  be
successful in attracting and retaining such personnel.  The loss of key
employees, the failure of any key employee to perform adequately or the
Company's  inability to attract and retain skilled  employees as needed
could  materially  adversely affect the Company's  business,  financial
condition and results of operations.

PRODUCT LIABILITY AND INSURANCE

The Company faces the inherent  business risk of financial  exposure to
product liability claims in the event that the use of tissue processed,
preserved or distributed by the Company  results in personal  injury or
the  transmission  of  infectious  disease.  Although  the  Company has
incurred minimal losses due to product  liability claims to date, there
can be no  assurance  that it will not incur such losses in the future.
The Company  currently  maintains  product  liability  insurance in the
aggregate  amount of $14 million per occurrence per year.  There can be
no assurance  that such coverage will continue to be available on terms
acceptable  to the  Company or will be adequate to cover any losses due
to product claims if actually incurred.  Furthermore, if any such claim
is  successful,  it could have a material  adverse effect on the demand
for the Company's services.

USE AND DISPOSAL OF HAZARDOUS MATERIAL

The Company's research,  development and processing  activities involve
the  controlled  use of  small  quantities  of  radioactive  compounds,
chemical  solvents  and  other  hazardous   materials.   The  Company's
activities also include the  preservation and growth of human cells and
the processing of human tissue.  Although the Company believes that its
safety  procedures for handling,  processing and disposing of hazardous
materials  and human tissue  comply with the  standards  prescribed  by
federal,   state  and  local   regulations,   the  risk  of  accidental
contamination,  injury or disease  transmission  from  these  materials
cannot be  completely  eliminated.  In the event of such an accident or
transmission,  the Company could be held liable for  resulting  damages
and any liability could have a material  adverse effect on the Company.
Any

367906.5
7

failure to comply with such regulations  could result in the imposition
of penalties,  fines and sanctions which could have a material  adverse
effect on the Company's business.

VOLATILITY OF SECURITIES PRICES

The trading  price of the  Company's  Common  Stock has been subject to
wide  fluctuations  from time to time and may continue to be subject to
such volatility in the future. Trading price fluctuations can be caused
by a variety of factors  including  quarter  to quarter  variations  in
operating  results,  announcement of  technological  innovations or new
products by the  Company or its  competitors,  governmental  regulatory
acts,  development  with  respect  to patents  or  proprietary  rights,
general  conditions in the medical or cardiovascular  device or service
industries, actions taken by government regulators, changes in earnings
estimates by securities analysts,  or other events or factors,  many of
which are beyond the Company's  control.  If the Company's  revenues or
operating  results in future  quarters fall below the  expectations  of
securities  analysts and investors,  the price of the Company's  Common
Stock  would  likely  decline,  perhaps  substantially.  Changes in the
trading price of the Company's Common Stock may bear no relation to the
Company's actual operational or financial results.

ANTI-TAKEOVER PROVISIONS

The Company's  Articles of Incorporation and By-laws contain provisions
that may  discourage or make more  difficult any attempt by a person or
group  to  obtain   control  of  the  Company,   including   provisions
authorizing  the  issuance  of  preferred  stock  without   shareholder
approval, restricting the persons who may call a special meeting of the
shareholders,  and  prohibiting  shareholders  from  taking  action  by
written  consent.  In  addition,  the  Company  is  subject  to certain
provisions of Florida law that may  discourage  or make more  difficult
takeover  attempts  or  acquisitions  of  substantial  amounts  of  the
Company's Common Stock. Further, pursuant to the terms of a stockholder
rights plan adopted in 1995, the Company has  distributed a dividend of
one right for each  outstanding  share of Common Stock. The rights will
cause  substantial  dilution of the ownership of a person or group that
attempts to acquire the Company on terms not  approved by the Board and
may have the effect of deterring hostile takeover attempts.

SHARES ELIGIBLE FOR FUTURE SALE

Substantially  all  of  the  Company's   outstanding  Common  Stock  is
available  for  sale  in  the  public   marketplace.   There  are  also
outstanding  stock  options to purchase an aggregate  of  approximately
710,000  shares of Common Stock at various  exercise  prices per share.
The  majority  of the  shares to be  received  upon  exercise  of these
options will be available for immediate  resale in the public  markets.
No  prediction  can be made as to the  effect,  if any,  that  sales of
shares of Common Stock or the availability of such shares for sale will
have on the market prices prevailing from time to time. The possibility
exists  that  substantial  amounts  of Common  Stock may be sold in the
public market,  which may adversely effect prevailing market prices for
the  Common  Stock and could  impair  the  Company's  ability  to raise
capital through the sale of its equity securities.

ABSENCE OF DIVIDENDS

The  Company  has not paid and does not  presently  intend  to pay cash
dividends. It is not likely that any cash dividends will be paid in the
foreseeable future.

367906.5
8

MATERIAL CHANGES

Set forth below is a discussion  of all material  changes in the  Company's
affairs  which have  occurred  since  December  31, 1995 and which have not been
described  in a report on Form 10-Q or Form 8-K filed under the Exchange Act and
incorporated by reference herein:

Revenues for the third quarter of 1996 were  $10,411,000 an increase of 25%
compared to $8,347,000  for the third quarter of 1995.  Net income for the third
quarter of 1996 was  $1,261,000  or $.13 per common  share,  an  increase of 85%
compared to $685,000 or $.07 per common share for the same period in 1995.

In  March  1996,  the  Company  received  a  $250,000  payment  from  Bayer
Corporation for a limited term exclusive right to negotiate with the Company for
a world-wide license of the Company's FibRx adhesive technology.  Termination of
negotiations  between the two companies was announced on August 30, 1996 and the
payment was  recorded in the third  quarter of 1996.  The Company has  initiated
discussions  with  additional  parties  with  respect  to  partnership   license
agreements for FibRx technology.

The Company  entered into a new line of credit  agreement with  NationsBank
during the third quarter of 1996 which increased the Company's aggregate line of
credit from $3,000,000 to $10,000,000.  The purpose of the new line of credit is
to assist the Company in facilitating internal growth programs and acquisitions.
As of October 31, 1996,  approximately $7.5 million dollars was available to the
Company pursuant to the line of credit.

On September 12, 1996, the Company  announced the acquisition of the assets
of  United   Cryopreservation   Foundation,   Inc.  ("UCFI"),  a  processor  and
distributor  of  cryopreserved  human  heart  valves  and  saphenous  veins  for
transplant.   Under  the  terms  of  the  acquisition,   the  Company  will  pay
approximately  $2,000,000  over a five  year  period  and  will  assume  certain
obligations   of  UCFI  in   exchange   for   assets  of  UCFI   consisting   of
cryopreservation equipment and storage facilities.

The Company received a $99,000 Phase One Innovation Research Grant from the
National  Institutes  of Health  during the third  quarter  of 1996.  This grant
pertains  to   CryoLife's   Synergraft   program  for  the   development   of  a
bio-engineered  human implantable heart valve.  Pursuant to the grant,  CryoLife
scientists  will conduct  advanced  studies using a porcine heart valve collagen
matrix  that can be  "seeded"  with human  cells.  The goal of the project is to
create a  non-immunogenic  heart valve for use in human heart valve  replacement
surgery.

The Company signed a licensing  agreement during the second quarter of 1996
with Innovacion Cientifica,  SA of Buenos Aires,  Argentina.  Under the terms of
the contract,  CryoLife received a technology transfer fee of $50,000 during the
third quarter of 1996 and will supply  Innovacion  Cientificia  with  CryoLife's
patented   cryoprotectants,   antibiotic   treatment   and  viral   inactivation
technology.  Similar licensing programs are under discussion with medical groups
in Spain and Italy.

During the third quarter of 1996, the Company announced a new manufacturing
agreement with Tissuemed,  Ltd.of Leeds, England,  extending European production
of the CryoLife-O'Brien advanced design porcine stentless heart valves.

The Company's new 100,000 square foot leased world headquarters laboratory,
located in suburban  Atlanta,  is expected to be ready for occupancy on or about
November  25,  1996.  It  is  anticipated  that  a  majority  of  the  Company's
departments  will complete their relocation to the new facility on or before the
end of November 1996.

USE OF PROCEEDS

The  Company  will not  receive  any  proceeds  from the sale of the Shares
offered hereby.

367906.5

9

SELLING SHAREHOLDER

Set forth  below is the name of the Selling  Shareholder  and the number of
Shares being  offered by him. To the best of the Company's  knowledge,  assuming
all of the Shares being offered hereby are sold and the Selling Shareholder does
not choose to acquire  additional  Common Stock during the offering period,  the
Selling Shareholder will own 1000 shares of the issued and outstanding shares of
Common Stock upon completion of the offering.

Selling Shareholder        Number of Shares Owned1      Number of Shares Offered
- -------------------        -----------------------      ------------------------

Donald Nixon Ross                11,395                           10,395

_________________

1 As of November 15, 1996.

All of the Shares being offered by the Selling Shareholder were acquired in
connection  with the  purchase by the Company  from the Selling  Shareholder  of
certain patents, intellectual property rights and other assets. In the agreement
dated as of August 15, 1996 (the  "Agreement")  executed in connection  with the
purchase,  the Company granted certain demand registration rights to the Selling
Shareholder. The Company has agreed to bear all expenses (other than commissions
and  discounts  of  underwriters,  dealers  or agents)  in  connection  with the
registration  and sale of the Shares being  offered by the Selling  Shareholder.
See "Manner of Distribution."

The Selling Shareholder has requested that the Company use its best efforts
to effectuate a registration  of the Shares for resale under the Securities Act.
In light of this request and in accordance  with the Agreement,  the Company has
filed with the Securities and Exchange Commission a Registration  Statement with
respect to the resale of the  Shares  from time to time in the  over-the-counter
market or in  privately  negotiated  transactions  and has agreed to prepare and
file such  amendments and  supplements to the  Registration  Statement as may be
necessary  to keep the  Registration  Statement  effective  until the earlier of
three months from the date hereof or until all of the Shares offered hereby have
been sold. This Prospectus forms a part of the Registration Statement.

In connection with the Agreement, the Company has entered into a consulting
agreement of even date  therewith  with the Selling  Shareholder  which provides
that the Selling  Shareholder  shall make himself  available to provide specific
consulting  services  to the  Company  for a period  of five  years at a rate of
$15,000 per year plus  expenses and an  additional  $1,000 for each day on which
consulting  services  are  provided by the Selling  Shareholder  in excess of 24
days.  The Selling  Shareholder  has not held any  position or office or had any
other material relationship in the with the Company.

MANNER OF DISTRIBUTION

The Shares  covered hereby may be offered and sold from time to time by the
Selling  Shareholder.  The Selling  Shareholder  will act  independently  of the
Company in making decisions with respect to the timing,  manner and size of each
sale.  Such sales may be made in the  over-the-counter  market or otherwise,  at
prices related to the then current  market price or in negotiated  transactions,
including one or more of the following methods: (a) purchases by a broker-dealer
as  principal  and resale by such broker or dealer for its  account  pursuant to
this Prospectus;  (b) ordinary brokerage  transactions and transactions in which
the broker solicits purchasers;  and (c) block trades in which the broker-dealer
so engaged  will attempt to sell the Shares as agent but may position and resell
a portion of the block as principal to facilitate the  transaction.  The Company
has  been  advised  by  the  Selling  Shareholder  that  he  has  not  made  any
arrangements  relating  to  the  distribution  of the  Shares  covered  by  this
Prospectus.   In  effecting  sales,   broker-dealers   engaged  by  the  Selling
Shareholder may arrange for other broker-dealers to participate.  Broker-dealers
may receive  commissions or discounts from the Selling Shareholder in amounts to
be negotiated.

367906.5
10

In offering the Shares  covered  hereby,  the Selling  Shareholder  and any
broker-dealers and any other participating  broker-dealers who execute sales for
the Selling Shareholder may be deemed to be "underwriters" within the meaning of
the Securities Act in connection  with such sales,  and any profits  realized by
the Selling Shareholder and the compensation of such broker-dealer may be deemed
to be underwriting discounts and commissions. In addition, any Shares covered by
this Prospectus  which qualify for sale pursuant to Rule 144 or Regulation S may
be sold under Rule 144 or Regulation S rather than pursuant to this  Prospectus.
None of the  Shares  covered  by this  Prospectus  presently  qualify  for  sale
pursuant to Rule 144 or Regulation S, and it is not anticipated  that any Shares
will so qualify during the effectiveness of the Registration  Statement in which
this Prospectus is contained.

The Company has advised the Selling Shareholder that during such time as he
may be engaged in a  distribution  of Shares covered  hereby,  he is required to
comply with Rules l0b-6 and l0b-7 under the Exchange Act as described below and,
in connection therewith, that he may not engage in any stabilization activity in
connection  with the  Company's  Common  Stock,  is  required to furnish to each
purchaser  and/or  broker-dealer  through  which  Shares  covered  hereby may be
offered  copies  of  this  Prospectus,  and may  not  bid  for or  purchase  any
securities  of the  Company or attempt  to induce  any  person to  purchase  any
securities  of the Company  except as  permitted  under the  Exchange  Act.  The
Selling  Shareholder  has agreed to inform the Company when the  distribution of
his Shares is completed.

Rule l0b-6 under the  Exchange  Act  prohibits,  with  certain  exceptions,
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest,  any of the securities that are
the subject of the  distribution.  Rule l0b-7 governs bids and purchases made in
order to stabilize the price of a security in connection  with a distribution of
the security.

This offering  will  terminate on the earlier of three months from the date
hereof  or the date on which all  Shares  offered  hereby  have been sold by the
Selling Shareholder.

In order to comply with certain states' securities laws, if applicable, the
Shares offered hereby will be sold in such jurisdictions only through registered
or  licensed  brokers or  dealers.  In  addition,  the Shares may not be sold in
certain  states  unless they have been  registered or qualified for sale in such
states or an exemption  from  regulation  or  qualification  is available and is
complied with.

LEGAL MATTERS

The  legality  of the Shares  offered  hereby has been  passed upon for the
Company by Arnall Golden & Gregory.

EXPERTS

The consolidated  financial statements as of December 31, 1995 and 1994 and
for each of the years in the three year period ended December 31, 1995 have been
incorporated by reference herein and in the  Registration  Statement in reliance
upon  the  report  of  KPMG  Peat  Marwick  LLP,  independent  certified  public
accountants,  and upon the authority of said firm as experts in  accounting  and
auditing.

367906.5
11

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

A reasonable  estimate of the costs to be incurred in connection  with this
Registration  Statement and Prospectus,  to be borne entirely by the Registrant,
is as follows:

Securities and Exchange Commission Registration Fee           $   100.00
Accounting Fees and Expenses                                    5,000.00
Legal Fees and Expenses                                         6,500.00
Printing and Publication                                        1,000.00
Miscellaneous                                                     500.00
---------
TOTAL                                                         $13,100.00

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Company 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 Company's Restated Articles of Incorporation,
and the Company'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  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 Company's  Restated Articles of Incorporation and Article VI of
the  Company'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 Company  shall  indemnify its directors and officers for
certain liabilities incurred in the performance of their duties on behalf of the
Company 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
Company and certain  shareholders  of the Company  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 Company for use in such registration statement.

The registration rights agreement dated August 22, 1991, among the Company,
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  Company  and each  officer and
director signing such registration statement for

367906.5
II-1

any  liability  arising  from any  untrue  statement  or  omission  made in such
registration  statement  in reliance  upon written  information  provided to the
Company  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 Company has purchased  insurance to insure (i) the Company's  directors
and officers  against  damages from actions and claims incurred in the course of
their  duties,  and (ii) the Company  against  expenses  incurred  in  defending
lawsuits arising from certain alleged acts of its directors and officers.

ITEM 16. EXHIBITS

The following  exhibits have been filed (except where otherwise  indicated)
as part of this Registration Statement:

EXHIBIT NUMBER                    EXHIBIT

2.1               Sale  Agreement  dated  August 15,  1996  between the
Company  and  Donald  Nixon  Ross.  (Incorporated  By
Reference  To Exhibit  2.1 to the  Registrant's  Form
10-Q for the Quarter Ended  September  30, 1996.  The
Company  has applied for  confidential  treatment  of
portions  of this  Agreement.  Accordingly,  portions
thereof  were omitted and filed  separately  with the
Securities and Exchange Commission.)

5                 Opinion of Arnall Golden & Gregory

23.1              Consent of KPMG Peat Marwick LLP

23.2 Consent of Arnall Golden & Gregory (contained in
Exhibit 5 hereto)

24.1              Powers of Attorney relating to subsequent  amendments
(included on the signature page of this  Registration
Statement)

ITEM 17. 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;

367906.5
II-2

Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) above do 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  from  registration  by means  of a  post-effective
amendment any of the securities  being registered which remain
unsold at the termination of the offering.

(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 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.

(c)      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted  to  directors,  officers and  controlling
persons of the  registrant,  or otherwise,  the Securities and Exchange
Commission has informed the  registrant  that 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 proceeding)
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.

367906.5
II-3

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 Marietta, State of Georgia on November 15, 1996.

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 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            November 15, 1996
- --------------------------------------
Steven G. Anderson                            Chairman of the Board of Directors
(Principal Executive Officer)

/s/ Edwin B. Cordell, Jr.                     Vice President and Chief Financial Officer        November 15, 1996
- ---------------------------------------
Edwin B. Cordell, Jr.                         (Principal Financial and Accounting
Officer)

/s/ Ronald D. McCall                          Director                                          November 15, 1996
- --------------------------------------
Ronald D. McCall

/s/ Benjamin H. Gray                          Director                                          November 15, 1996
- ---------------------------------------
Benjamin H. Gray

- ---------------------------------------       Director                                          November __, 1996
Rodney G. Lacy

/s/ Ronald Charles Elkins, M.D.               Director                                          November 15, 1996
- ---------------------------------------
Ronald Charles Elkins, M.D.

367906.5
II-4

EXHIBIT INDEX

EXHIBIT NUMBER                              DESCRIPTION OF EXHIBIT

2.1               Sale  Agreement  dated  August 15,  1996  between the
Company  and  Donald  Nixon  Ross.  (Incorporated  By
Reference  To Exhibit  2.1 to the  Registrant's  Form
10-Q for the Quarter Ended  September  30, 1996.  The
Company  has applied for  confidential  treatment  of
portions  of this  Agreement.  Accordingly,  portions
thereof  were omitted and filed  separately  with the
Securities and Exchange Commission.)

5                 Opinion of Arnall Golden & Gregory

23.1              Consent of KPMG Peat Marwick LLP

23.2              Consent  of  Arnall  Golden & Gregory  (contained  in
Exhibit 5 hereto)

24.1              Powers of Attorney relating to subsequent  amendments
(included on the signature page of this  Registration
Statement)

367906.5

ARNALL GOLDEN & GREGORY
2800 ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3450

(404) 873-8688

(404) 873-8689

November 21, 1996

CryoLife, Inc.
1655 Roberts Boulevard, NW
Kennesaw, GA  30144

Re:      Form S-3 Registration Statement

Gentlemen:

We have acted as your counsel in  connection  with the  preparation  of the
Registration  Statement  on Form S-3  (the  "Registration  Statement")  filed by
CryoLife,Inc.,  a Florida  corporation (the "Company"),  with the Securities and
Exchange  Commission  under the  Securities Act of 1933, as amended (the "Act").
This Registration Statement relates to an offer by a certain selling stockholder
named  therein of up to 10,395 shares of the  Company's  Common Stock,  $.01 par
value (the "Shares").

In  acting  as  counsel  to you,  we have  examined  and  relied  upon such
corporate  records,  documents,  certificates and other instruments and examined
such questions of law as we have  considered  necessary or  appropriate  for the
purposes of this opinion. Based upon and subject to the foregoing, we advise you
that  in  our   opinion  the  Shares  are   legally   issued,   fully  paid  and
non-assessable.

We consent to the filing of this opinion as an exhibit to the  Registration
Statement  and the  reference  to this firm under the  caption  "Legal  Matters"
contained therein and elsewhere in 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
ARNALL GOLDEN & GREGORY

BJA:dlm
382903.1

ACCOUNTANTS' CONSENT

The Board of Directors
CryoLife, Inc.

We consent to the use of our report  incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.

KPMG MARWICK LLP
KPMG MARWICK LLP

Atlanta, Georgia
November 20, 1996