SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ________________________

                                   SCHEDULE TO
          TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                                 CRYOLIFE, INC.
                            (Name of Subject Company)

                                 CRYOLIFE, INC.
                        (Name of Filing Person (Issuer))

                    CERTAIN OPTIONS TO PURCHASE COMMON STOCK,
                            PAR VALUE $.01 PER SHARE
                         (Title of Class of Securities)

                            ________________________

                                   228903 10 0
         (CUSIP Number of Class of Securities - Underlying Common Stock)


                               STEVEN G. ANDERSON
                CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER
                                 CRYOLIFE, INC.
                           1655 ROBERTS BOULEVARD, NW
                             KENNESAW, GEORGIA 30144
                            TELEPHONE: (770) 419-3355
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
                and Communications on Behalf of Filing Persons)

                                   COPIES TO:
                              B. JOSEPH ALLEY, JR.
                            ARNALL GOLDEN GREGORY LLP
                     1201 WEST PEACHTREE STREET, SUITE 2800
                             ATLANTA, GEORGIA 30309
                            TELEPHONE: (404) 873-8688

                            CALCULATION OF FILING FEE

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   TRANSACTION VALUATION*                               AMOUNT OF FILING FEE
   ==========================================================================

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     *    Set forth the amount on which the filing fee is  calculated  and state
          how it was determined.

     [ ]  Check  box if any  part  of the  fee is  offset  as  provided  by Rule
          0-11(a)(2)  and identify the filing with which the  offsetting fee was
          previously   paid.   Identify  the  previous  filing  by  registration
          statement number, or the Form or Schedule and the date of its filing.

               AMOUNT PREVIOUSLY PAID:               Not applicable.
               FILING PARTY:                         Not applicable.
               FORM OR REGISTRATION NO.:             Not applicable.
               DATE FILED:                           Not applicable.

     [x]  Check  the  box  if  the   filing   relates   solely  to   preliminary
          communications made before the commencement of a tender offer

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:

     [ ]  third-party tender offer subject to Rule 14d-1.
     [x]  issuer tender offer subject to Rule 13e-4.
     [ ]  going-private transaction subject to Rule 13e-3.
     [ ]  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer. [ ]




     The quarterly  report on Form 10-Q of CryoLife,  Inc.  ("CryoLife") for the
period ended June 30, 2003, filed with the Securities and Exchange Commission on
August 5, 2003,  contained the following  statement in both Note 14 ("Subsequent
Events") to the financial statements contained in Part 1, Item 1, and in Part 1,
Item 2, Management's  Discussion and Analysis of Financial Condition and Results
of Operations,  under the heading,  "Liquidity and Capital  Resources -- Overall
Trend in Liquidity and Capital Resources":

     "On August 4, 2003 the Company approved a buyback of employee stock options
     with an exercise  price of $23 or greater.  The option buyback was approved
     for an aggregate of up to $350,000 using a Black Scholes  valuation  model.
     The Company  anticipates  making the offer to employees in third quarter of
     2003.

     NEITHER THE ABOVE  STATEMENT NOR THIS  QUARTERLY  REPORT ON FORM 10-Q IS AN
     OFFER TO  PURCHASE,  OR A  SOLICITATION  OF AN OFFER  TO SELL,  OPTIONS  TO
     PURCHASE  SHARES OF COMMON  STOCK OF CRYOLIFE,  INC.  SUCH AN OFFER WILL BE
     MADE  ONLY BY AN  "OFFER  TO  PURCHASE  OPTIONS"  AND  RELATED  "LETTER  OF
     TRANSMITTAL"  TO  BE  DISSEMINATED  TO   OPTIONHOLDERS  AT  A  LATER  DATE.
     OPTIONHOLDERS  INVITED TO PARTICIPATE IN THE BUYBACK DESCRIBED IN THE ABOVE
     STATEMENT SHOULD READ THESE DOCUMENTS,  AS WELL AS CRYOLIFE'S  TENDER OFFER
     STATEMENT  ON SCHEDULE  TO, WHEN THEY ARE  AVAILABLE  BECAUSE  THEY CONTAIN
     IMPORTANT  INFORMATION.  THESE AND OTHER FILED  DOCUMENTS WILL BE AVAILABLE
     FOR FREE FROM THE SEC'S WEBSITE AT WWW.SEC.GOV AND CRYOLIFE. THE OFFER WILL
     NOT BE MADE  TO,  NOR  WILL  TENDERS  BE  ACCEPTED  FROM OR ON  BEHALF  OF,
     OPTIONHOLDERS  IN ANY  JURISDICTION  IN WHICH MAKING OR ACCEPTING THE OFFER
     WOULD VIOLATE THAT JURISDICTION'S LAWS."

     Statements  made in this  Schedule  TO that  look  forward  in time or that
express  management's  beliefs,  expectations or hopes,  including the Company's
present intention to launch a tender offer, are forward-looking  statements. The
tender offer  referenced  herein may not occur as and when expected,  if at all.
Projected  future events such as the intended  tender offer are subject to risks
and uncertainties,  including the risk factors detailed in CryoLife's Securities
and Exchange Commission filings,  including  CryoLife's Form 10-K filing for the
year ended December 31, 2002, and Form 10-Q for the quarter ended June 30, 2003.