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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        --------------------------------

                                    FORM 8-K
                        --------------------------------

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): FEBRUARY 22, 2005
                             -----------------------

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



                                                                          
              FLORIDA                              1-13165                          59-2417093
    (State or Other Jurisdiction          (Commission File Number)                 (IRS Employer
         of Incorporation)                                                      Identification No.)


                 1655 ROBERTS BOULEVARD N.W., KENNESAW, GA 30144
               (Address of principal executive office) (zip code)

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

                                       N/A
          (Former name or former address, if changed since last report)
                            -------------------------

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))

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ITEM 2.02 RESULTS OF OPERATIONS AND FINANICAL CONDITION.


The information  provided pursuant to this Item 2.02 shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or  incorporated  by  reference  into  those  filings  of  CryoLife,  Inc.
("CryoLife")  that provide for the  incorporation  of all reports and  documents
filed by CryoLife under the Exchange Act. The information  furnished pursuant to
this Item 2.02 shall instead be deemed "furnished."

On February 22, 2005, CryoLife issued a press release announcing its results for
the quarter and year ended December 31, 2004.  CryoLife  hereby  incorporates by
reference  herein the  information set forth in its Press Release dated February
22,  2005,  a copy of which is  attached  hereto  as  Exhibit  99.1.  Except  as
otherwise provided in the press release, the press release speaks only as of the
date of such  press  release  and  such  press  release  shall  not  create  any
implication  that the affairs of CryoLife have  continued  unchanged  since such
date.

Except for the historical  information  contained in this report, the statements
made  by  CryoLife  are  forward-looking   statements  that  involve  risks  and
uncertainties. All such statements are subject to the safe harbor created by the
Private  Securities  Litigation Reform Act of 1995.  CryoLife's future financial
performance could differ  significantly  from the expectations of management and
from results expressed or implied in the Press Releases. For further information
on  other  risk  factors,  please  refer  to the  "Risk  Factors"  contained  in
CryoLife's  Form 10-K for the year ended December 31, 2003,  CryoLife's Form S-3
(Registration  No.  333-112673),  as filed  with  the  Securities  and  Exchange
Commission  ("SEC") and any  subsequent  SEC  filings.  CryoLife  disclaims  any
obligation or duty to update or modify these forward-looking statements.



ITEM 9.01   EXHIBITS.

     (a) Financial Statements

     (b) Pro Forma Financial Information

     (c) Exhibits

         Exhibit Number          Description
         --------------          -----------

            99.1                 Press Release dated February 22, 2005 (This 
                                 Exhibit is deemed furnished and not filed.)


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                                   SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,
CryoLife,  Inc.  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        CRYOLIFE, INC.



Date: February 22, 2005                 By: /s/ D. Ashley Lee
                                            ------------------------------------
                                            D. Ashley Lee, Executive Vice 
                                            President, Chief Operating Officer 
                                            and Chief Financial Officer




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                                  EXHIBIT INDEX



Exhibit Number          Description
--------------          -----------

   99.1                 Press Release dated February 22, 2005 (This Exhibit is 
                        deemed furnished and not filed.)



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