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): May 10, 2004


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


                                     Florida
                 (State or other jurisdiction of incorporation)


                 1-13165                            59-2417093
       (Commission File Number)         (IRS Employer Identification No.)


              1655 Roberts Boulevard N.W., Kennesaw, Georgia 30144
              ----------------------------------------------------
          (Address of principal executive offices, including zip code)


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


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













ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

          (a)  Financial Statements.

               Not applicable.

          (b)  Pro Forma Financial Information.

               Not applicable.

          (c)  Exhibits.

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

               99.1                     Press Release dated May 10, 2004


ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The information  provided  pursuant to this Item 12 is to be considered  "filed"
under the Securities  Exchange Act of 1934 ("Exchange  Act") and 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.

On May 10, 2004,  CryoLife issued a press release announcing its results for the
quarter ended March 31, 2004.  CryoLife hereby  incorporates by reference herein
the  information  set forth in its Press  Release  dated May 10, 2004, 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.


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                                   SIGNATURES

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

                                CRYOLIFE, INC.



Date:  May 10, 2004                 By:  /s/ D. Ashley Lee
                                       ----------------------------------------
                                       Name:    D. Ashley Lee
                                       Title:   Vice President, Chief Financial
                                                Officer and Treasurer


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                                  EXHIBIT INDEX



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

99.1                       Press Release dated May 10, 2004            5



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