SCHEDULE 14A INFORMATION
                  Proxy Statement Pursuant to Section 14(a) of
                       the Securities Exchange Act of 1934
                  Filed by the Registrant [X] (Amendment No. )



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[_]  Preliminary Proxy Statement           [ ] Confidential, for Use of the
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[_]  Definitive Additional Materials           Rule 14a-6(e)(2))
[_]  Soliciting Material Pursuant to
     (ss.)240.14a-11(c) or (ss.)240.14a-12


                                 CRYOLIFE, INC.
                (Name of Registrant as Specified In Its Charter)

                                       N/A
     -----------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)



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                                 [CRYOLIFE LOGO]

[LOGO]

                          1655 ROBERTS BOULEVARD, N.W.
                             KENNESAW, GEORGIA 30144


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF CRYOLIFE, INC.:

     NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of CRYOLIFE,
INC.  will be held at  CryoLife,  Inc.'s  Corporate  Headquarters,  1655 Roberts
Boulevard, NW, Kennesaw,  Georgia 30144, on June 19, 2003 at 10:00 a.m., Atlanta
time, for the following purposes:

     1.   To elect six  Directors  to serve  until the next  Annual  Meeting  of
          Shareholders  or until  their  successors  are  elected  and have been
          qualified.

     2.   To  transact  such other  business  as may  properly  come  before the
          meeting or any adjournments thereof.

     Only record holders of CryoLife's  common stock at the close of business on
April 21, 2003 will be eligible to vote at the meeting.

     Your  attendance at the annual  meeting is very much desired.  However,  if
there is any chance you may not be able to attend the meeting,  please  execute,
complete,  date and return the enclosed proxy in the envelope  provided.  If you
attend the meeting, you may revoke the proxy and vote in person.

                                      By Order of the Board of Directors:

                                      /s/ Steven G. Anderson

                                      STEVEN G. ANDERSON,
                                      Chairman of the Board, President and
                                      Chief Executive Officer

Date:  April 30, 2003

     A copy of the Annual  Report of  CryoLife,  Inc.  for the fiscal year ended
December 31, 2002 containing financial statements is enclosed.






                                 [CRYOLIFE LOGO]

[LOGO]

                          1655 ROBERTS BOULEVARD, N.W.
                             KENNESAW, GEORGIA 30144

                                 PROXY STATEMENT
                       FOR ANNUAL MEETING OF SHAREHOLDERS

     This proxy  statement is  furnished  for the  solicitation  by the Board of
Directors of proxies for the Annual Meeting of Shareholders of CryoLife, Inc. to
be held on June 19, 2003,  at 10:00 a.m.,  Atlanta  time,  in the  auditorium at
CryoLife,  Inc.'s Corporate Headquarters,  1655 Roberts Boulevard, NW, Kennesaw,
Georgia 30144.  The sending in of a signed proxy will not affect a shareholder's
right to attend the meeting and vote in person. A signed proxy may be revoked by
the sending in of a timely,  but later  dated,  signed  proxy.  Any  shareholder
sending in or  completing  a proxy may also  revoke it at any time  before it is
exercised  by giving  oral or  written  notice  to  Suzanne  Gabbert,  Corporate
Secretary of CryoLife, at the offices of CryoLife.  Oral notice may be delivered
by telephone call to Ms. Gabbert, at (770) 419-3355.

     Holders of record of  CryoLife's  common  stock at the close of business on
April  21,  2003  will be  eligible  to vote at the  meeting.  CryoLife's  stock
transfer  books will not be closed.  At the close of business on April 21, 2003,
CryoLife had outstanding a total of 19,663,833 shares of common stock, excluding
a total of 1,361,304  shares of treasury  stock held by CryoLife,  which are not
entitled to vote. Each such share will be entitled to one vote,  non-cumulative,
at the meeting.

     Other than the matters  set forth  herein,  management  is not aware of any
other  matters that may come before the meeting.  If any other  business  should
properly come before the meeting,  the persons named in the enclosed  proxy will
have  discretionary  authority to vote the shares  represented  by the effective
proxies and intend to vote them in accordance with their best judgment.

     This proxy  statement and the attached  proxy were first mailed to security
holders on behalf of  CryoLife  on or about April 30,  2003.  Properly  executed
proxies,  timely  returned,  will be  voted  and,  where  the  person  solicited
specifies  by means of a ballot a choice with  respect to any matter to be acted
upon at the meeting,  the shares will be voted as indicated by the  shareholder.
If the person  solicited  does not specify a choice with  respect to election of
Directors,  the shares will be voted for  management's  nominees for election as
Directors.  In addition to the  solicitation of proxies by the use of the mails,
Directors  and Officers of CryoLife may solicit  proxies on behalf of management
by  telephone,  telegram  and personal  interview.  Such persons will receive no
additional  compensation  for  their  solicitation   activities,   and  will  be
reimbursed  only for their actual  expenses  incurred.  CryoLife  has  requested
brokers and nominees who hold stock in their name to furnish this proxy material
to their  customers  and CryoLife will  reimburse  such brokers and nominees for
their related  out-of-pocket  expenses.  The costs of soliciting proxies will be
borne by CryoLife.

VOTING PROCEDURES AND VOTE REQUIRED

     The Secretary of CryoLife, in consultation with the judge of election,  who
will  be  an  employee  of  CryoLife's   transfer  agent,  shall  determine  the
eligibility of persons present at the Annual Meeting to vote and shall determine
whether  the  name  signed  on each  proxy  card  corresponds  to the  name of a
shareholder of CryoLife. The Secretary,  based on such consultation,  shall also
determine  whether or not a quorum of the shares of  CryoLife,  consisting  of a
majority of the votes entitled to be cast at the Annual  Meeting,  exists at the
Annual Meeting. Both abstentions from voting and broker non-votes,  if any, will
be counted for the purpose of  determining  the  presence or absence of a quorum
for the transaction of business.

     Nominees for  election as  Directors  will be elected by a plurality of the
votes cast by the  holders of shares  entitled  to vote in the  election.  Since
there are six  Directorships  to be filled,  this means that the six individuals



receiving the most votes will be elected.  Abstentions and broker non-votes,  if
any, will therefore not be relevant to the outcome.

     There are no rights of appraisal or similar dissenters' rights with respect
to any matter to be acted upon pursuant to this proxy statement.

ANNUAL MEETING ADMISSION

     Attendance at the Annual Meeting will be limited to  shareholders as of the
record date, their  authorized  proxy holders and guests of CryoLife.  Admission
will be by ticket  only.  If you are a registered  shareholder  (your shares are
held in your name) and plan to attend the  meeting,  please  vote your proxy and
detach your Annual  Meeting ticket from the bottom portion of the proxy card. If
you are a beneficial  owner (your shares are held in the name of a bank,  broker
or other  holder of record)  and plan to attend the  meeting,  you can obtain an
admission ticket in advance by writing to Suzanne Gabbert,  CryoLife, Inc., 1655
Roberts Blvd, N.W.,  Kennesaw,  Georgia 30144,  770-419-3355.  Please be sure to
enclose  proof  of  ownership  such as a bank or  brokerage  account  statement.
Shareholders  who  do not  obtain  tickets  in  advance  may  obtain  them  upon
verification  of  ownership  at the  Reception  Desk on the day of the  meeting.
Tickets may be issued to others at the discretion of CryoLife.

RECOMMENDATION OF THE BOARD OF DIRECTORS

     The Board of Directors of CryoLife  recommends a vote "FOR" the election of
each of the nominees named below for election as Director.

ELECTION OF DIRECTORS

     The proxy  holders  intend to vote "FOR"  election  of the  nominees  named
below, who are currently members of the Board, as Directors of CryoLife,  unless
otherwise  specified in the proxy.  Directors of CryoLife  elected at the Annual
Meeting  to be held on June 19,  2003 will  hold  office  until the next  Annual
Meeting or until their successors are elected and qualified.

     Each of the nominees has consented to serve on the Board of  Directors,  if
elected.  Should any nominee for the office of Director  become unable to accept
nomination  or election,  which is not  anticipated,  it is the intention of the
persons  named in the proxy,  unless  otherwise  specifically  instructed in the
proxy, to vote for the election of such other person as the Board may recommend.

     The  individuals  listed below as nominees for the Board of Directors  were
all Directors of CryoLife during 2002.  Alexander Schwartz,  who had served as a
Director of CryoLife since 1999,  passed away in 2002. The size of the Board has
been reduced from seven to six Directors.  The name and age of each nominee, and
the period during which such person has served as a Director,  together with the
number of shares of  CryoLife's  common stock  beneficially  owned,  directly or
indirectly,  by  such  person  and  the  percentage  of  outstanding  shares  of
CryoLife's  common stock such ownership  represented at the close of business on
April 21, 2003,  according  to  information  received by CryoLife,  is set forth
below:



                                       2





                                                                                  
                                                                         SHARES OF
                                                                       CRYOLIFE STOCK
                                                                     BENEFICIALLY OWNED           PERCENTAGE OF
                                       SERVICE AS                            AT                 OUTSTANDING SHARES
         NAME OF NOMINEE                DIRECTOR        AGE             APRIL 21, 2003           OF CRYOLIFE STOCK
----------------------------------    -------------   -------       ---------------------      ---------------------
Steven G. Anderson                     Since 1984       64                1,660,967  (2)              8.43 %
John M. Cook (4)                       Since 1999       60                  155,750  (3)                *
Ronald C. Elkins, M.D.(4) (6)          Since 1994       66                  187,270  (7)                *
Virginia C. Lacy(4) (5) (6)            Since 1997       61                  700,909  (8)              3.54 %
Ronald D. McCall, Esq.(5)              Since 1984       66                  306,863  (9)              1.55 %
Bruce J. Van Dyne, M.D.(5) (6)         Since 1999       62                  106,550 (10)                *
---------------


*    Ownership  represents less than 1% of outstanding shares of CryoLife common
     stock.
(1)  Except as otherwise noted,  the nature of the beneficial  ownership for all
     shares is sole voting and investment power.
(2)  Includes  107,899  shares  held  of  record  by Ms.  Ann B.  Anderson,  Mr.
     Anderson's spouse. Also includes options to acquire 38,387 shares of common
     stock that are presently  exercisable or will become  exercisable within 60
     days after the date of this proxy statement.
(3)  Includes  19,500 shares that are held by CT  Investments,  LLC of which Mr.
     Cook owns 90% of the  membership  interests.  Includes  options  to acquire
     106,250  shares of common  stock  that are  presently  exercisable  or will
     become exercisable within 60 days after the date of this proxy statement.
(4)  Member of the Audit Committee.
(5)  Member of the Compensation Advisory Committee.
(6)  Member of the Nominating Committee.
(7)  Includes  options  to  acquire  143,750  shares of common  stock  which are
     presently  exercisable or will become  exercisable within 60 days after the
     date of this proxy statement.
(8)  Includes  355,280 shares held as  beneficiary of three trusts,  and 165,879
     shares  held as  beneficiary  of an IRA,  of Ms.  Lacy's  deceased  spouse.
     Includes 22,500 shares held as  administrator  of a pension plan.  Includes
     157,250 shares  subject to options which are presently  exercisable or will
     become exercisable within 60 days after the date of this proxy statement.
(9)  Includes  16,000  shares of common stock owned of record by Ms.  Marilyn B.
     McCall, Mr. McCall's spouse.  Includes options to acquire 171,175 shares of
     common  stock that are  presently  exercisable  or will become  exercisable
     within 60 days after the date of this proxy statement.
(10) Includes  options  to  acquire  106,250  shares  of common  stock  that are
     presently  exercisable or will become  exercisable within 60 days after the
     date of this proxy statement.

     STEVEN G.  ANDERSON,  a  founder  of  CryoLife,  has  served as  CryoLife's
President,  Chief Executive Officer and Chairman of the Board of Directors since
its  inception.  Mr.  Anderson  has  more  than 35 years  of  experience  in the
implantable  medical device industry.  Prior to founding CryoLife,  Mr. Anderson
was Senior  Executive Vice President and Vice  President,  Marketing,  from 1976
until  1983 of  Intermedics,  Inc.  (now  Guidant  Corp.),  a  manufacturer  and
distributor of pacemakers and other medical devices.  Mr. Anderson is a graduate
of the University of Minnesota.

     JOHN M. COOK has served as a Director of CryoLife  since August  1999.  Mr.
Cook is Chairman and Chief Executive Officer of PRG-Schultz International, Inc.,
an  international,  publicly  held  audit  recovery  firm  operating  in over 40
countries,  with 2002 revenues  exceeding  $460 million.  Mr. Cook has served as
Chief Executive Officer of PRG-Schultz since its founding in January 1991. Prior
to PRG Schultz, he served in a number of top financial and management  positions
in the retail  industry,  including  Senior Vice  President and Chief  Financial
Officer of Caldor Stores and Senior Vice  President of Finance and Controller of
Kaufmann's Department Stores, both May Department Stores affiliates.  He holds a
B.S.  degree in  accounting  from Saint Louis  University,  where he serves as a
member of the Board of Trustees and holds a seat on the Executive Advisory Board
of the University's School of Business and Administration.



                                       3


     RONALD C. ELKINS,  M.D. has served as a Director of CryoLife  since January
1994. Dr. Elkins is Professor  Emeritus,  Section of Thoracic and Cardiovascular
Surgery,  University of Oklahoma  Health Science  Center.  Dr. Elkins has been a
physician at the Health  Science  Center since 1971,  and was Chief,  Section of
Thoracic and Cardiovascular  Surgery from 1975 to 2002. Dr. Elkins is a graduate
of the University of Oklahoma and Johns Hopkins Medical School.

     VIRGINIA C. LACY has served as a Director of CryoLife  since  August  1997.
Ms. Lacy received her B.A. degree from Northwestern University in 1963. Ms. Lacy
is the  Administrator  of The Jeannette & John Cruikshank  Memorial  Foundation,
which  provides  housing  assistance  to those in need  throughout  the  greater
Chicago area.  Since 1997, Ms. Lacy has served as President,  and since 1974 has
served as Secretary-Treasurer  and Chief Financial Officer, of Precision Devices
Corporation,  a distributor of medical  devices.  She was one of the founders of
that company and serves as the Chairman of its Board of Directors. As an elected
member of the Board of Education of District 203 of the State of Illinois for 12
years,  she served on its budget  committee,  which was responsible for planning
and reviewing the spending of $100 million in public funds each year in a school
district  having 2,500  employees.  Ms. Lacy also  provided  leadership in State
education by serving on committees that analyzed State funding for education.

     RONALD D. MCCALL,  ESQ. has served as a Director of CryoLife  since January
1984 and served as its Secretary and Treasurer  from 1984 to 2002.  From 1985 to
the present,  Mr.  McCall has been the  proprietor  of the law firm of Ronald D.
McCall, Attorney at Law, based in Tampa, Florida. Mr. McCall was admitted to the
practice  of law in Florida  in 1961.  Mr.  McCall  received  his B.A.  and J.D.
degrees from the University of Florida.

     BRUCE J. VAN DYNE,  M.D. has served as a Director of CryoLife  since August
1999.  Dr.  Van Dyne is a  board-certified  neurologist  and has been in private
practice  in  Minneapolis,  Minnesota  since  1975.  He has  served in  numerous
advisory positions, including as an Examiner in Neurology for the American Board
of  Psychiatry  and  Neurology  and as previous  Chairman of the  Department  of
Neurology for Park Nicollet  Medical Center in Minneapolis.  He is a graduate of
Northwestern  University  Medical  School and is the author of numerous  medical
publications in the field of neurology.

     CryoLife  received  notice in October 2002 that a complaint  had been filed
instituting  a  shareholder  derivative  action  against  CryoLife  and CryoLife
Officers and  Directors  Steven G.  Anderson,  Albert E.  Heacox,  John M. Cook,
Ronald C. Elkins, Virginia C. Lacy, Ronald D. McCall, Alexander C. Schwartz, and
Bruce J. Van Dyne. The suit was filed in the Superior Court of Gwinnett  County,
Georgia, by Rosemary  Lichtenberger.  The suit alleges the individual defendants
breached their fiduciary  duties to CryoLife by causing or allowing  CryoLife to
engage in  practices  that  caused  CryoLife  to suffer  damages by being out of
compliance with FDA guidelines,  and by causing CryoLife to issue press releases
that erroneously portrayed CryoLife's products,  operations,  financial results,
and future prospects.

     The  complainant  seeks  undisclosed  damages,  costs and attorney's  fees,
punitive  damages,  and prejudgment  interest against the individual  defendants
derivatively on behalf of CryoLife as a nominal  defendant.  By an order entered
on January 21,  2003,  the lawsuit was stayed until  discovery  commences in the
consolidated complaint of the class action lawsuit.

     In  January  2003  CryoLife   received  notice  that  another   shareholder
derivative lawsuit was filed in the Superior Court of Fulton County,  Georgia by
Robert F. Frailey against CryoLife as a nominal defendant, and CryoLife Officers
and Directors  Steven G. Anderson,  Bruce J. Van Dyne,  John M. Cook,  Ronald D.
McCall,  Ronald C. Elkins,  Virginia C. Lacy,  and  Alexander C.  Schwartz.  The
complaint  asserts claims for breach of fiduciary duty, abuse of control,  gross
mismanagement,  and waste of corporate assets.  As in the Lichtenberger  action,
the Frailey  action  alleges that the defendant  Officers and  Directors  caused
CryoLife to suffer damages by not being in compliance with FDA  guidelines,  and
by  causing  CryoLife  to  issue  press  releases  that  erroneously   portrayed
CryoLife's products, operations, financial results, and future prospects.

     The complaint also alleges  improper  insider  trading by certain  CryoLife
Officers and Directors.  The complainant seeks declaratory relief, damages of an
unspecified amount,  litigation expenses including attorneys' and experts' fees,
and unspecified equitable or injunctive relief against the individual defendants
derivatively on behalf of CryoLife as a nominal defendant.



                                       4


     CryoLife's   Board  of  Directors  has  established  a  committee  that  is
independent   of  management  to   investigate   the  claims   asserted  in  the
Lichtenberger  and  Frailey  complaints  and  report  back to the Board with its
recommendations  for  action  in  response  to the  shareholders'  demands.  The
independent  committee  has engaged  independent  legal counsel to assist in the
investigation.  The  committee  is in the  process of its  investigation  of the
claims.

                    INFORMATION ABOUT THE BOARD OF DIRECTORS
                           AND COMMITTEES OF THE BOARD

     MEETINGS OF THE BOARD OF DIRECTORS--During 2002, there were eleven meetings
of the Board of Directors.

     DIRECTOR  COMPENSATION  - During 2002,  all  non-employee  Directors of the
Board of Directors of CryoLife were paid $1,500 for each Board meeting attended.
In addition,  Directors are reimbursed for expenses  incurred in connection with
their services as a Director.  In December 1997,  CryoLife adopted the CryoLife,
Inc.  Amended and Restated  Non-Employee  Directors  Stock  Option  Plan,  which
replaced  CryoLife's 1995 Non-Employee  Directors Plan. The Amended and Restated
Non-Employee  Directors  Stock Option Plan provides that an annual grant will be
made each year immediately  following  CryoLife's Annual Meeting of Shareholders
of an option  to  purchase  7,500  shares  of  common  stock to each  individual
elected,  reelected or continuing as a  non-employee  Director of CryoLife.  All
options  granted  pursuant to this plan are granted at a purchase price equal to
the last closing price of CryoLife's common stock on the New York Stock Exchange
on the day  immediately  prior to the grant of the  option  and vest and  become
exercisable on the option's grant date. No option granted  pursuant to this plan
may be exercised later than five years following the date of grant.

     Pursuant  to the 2002 Plan,  options to  purchase  10,000  shares of common
stock were granted to each of Drs. Elkins and Van Dyne, Messrs.  Cook and McCall
and Ms. Lacy  immediately  following  the 2002 Annual  Meeting of  Shareholders.
Also,  on August 31,  2002 each of Drs.  Elkins and Van Dyne,  Messrs.  Cook and
McCall,  and Ms. Lacy  received an option  pursuant to the 2002 Plan to purchase
30,000  shares of  CryoLife  common  stock.  The  exercise  price of each of the
options  granted  under the 2002 Plan  discussed  above was based on the closing
price of  CryoLife's  Common  Stock on the date of grant as  reported on the New
York Stock Exchange.

     In addition to the foregoing, Dr. Elkins received approximately $100,000 in
consulting  fees  in  2002,  Dr.  Van  Dyne  received  approximately  $7,500  in
consulting fees in 2002 and Mr. McCall received  approximately  $89,820 in legal
fees,  including  reimbursement  for expenses,  from CryoLife in 2002.  The paid
consulting arrangements between Drs. Elkins and Van Dyne and CryoLife terminated
in 2002.

     AUDIT COMMITTEE - CryoLife's Audit Committee consists of three non-employee
Directors: Ms. Lacy, Chairman, Dr. Elkins, and Mr. Cook. The Audit Committee met
thirteen  times in 2002.  The  Audit  Committee  reviews  the  general  scope of
CryoLife's  annual audit and the nature of services to be performed for CryoLife
in connection  therewith,  acting as liaison  between the Board of Directors and
the  independent  auditors.  The Audit  Committee  also  formulates  and reviews
various company policies,  including those relating to accounting  practices and
internal  control  systems of  CryoLife.  In  addition,  the Audit  Committee is
responsible   for  reviewing  and  monitoring  the   performance  by  CryoLife's
independent  auditors and for  engaging or  discharging  CryoLife's  independent
auditors. Each of the members of the Audit Committee is "independent" as defined
in Sections  303.01(B)(2)(a)  and (3) of the New York Stock  Exchange's  Listing
Standards. The Audit Committee charter is attached hereto as Appendix A.

     COMPENSATION ADVISORY COMMITTEE--CryoLife's Compensation Advisory Committee
consisted of three non-employee Directors during 2002: Mr. McCall, Chairman, Ms.
Lacy, and Dr. Van Dyne. The  Compensation  Advisory  Committee met five times in
2002. The  Compensation  Advisory  Committee is  responsible  for evaluating the
performance  of Officers and setting the annual  compensation  for all Officers,
including  the salary and the  compensation  package of  Executive  Officers.  A
portion of the  compensation  package  includes a bonus award.  The Compensation
Advisory Committee also administers  CryoLife's  benefit plans,  except that the
Compensation  Advisory   Sub-Committee  approves  grants  of  stock  options  to
Executive Officers under CryoLife's benefit plans.  Currently,  the Compensation
Advisory Sub-Committee consists of two non-employee Directors: Ms. Lacy, and Dr.
Van Dyne. The Compensation Advisory Sub-Committee met two times in 2002.



                                       5


     NOMINATING  COMMITTEE  -  CryoLife's  Nominating  Committee  was  formed in
December 2002 and has not met yet. The  Nominating  Committee  consists of three
non-employee  Directors,  Dr. Elkins,  Chairman,  Ms. Lacy and Dr. Van Dyne. The
committee's  responsibilities  include the selection of potential candidates for
the Board and the development and annual review of our governance principles. It
will also annually review Director  compensation  and benefits,  and oversee the
annual  self-evaluations  of the Board and its  committees.  The committee  also
makes  recommendations  to the Board  concerning the structure and membership of
the other Board  committees.  The Nominating  Committee  will consider  nominees
recommended by shareholders to the extent that such shareholders  provide timely
written  notice to the Company of  nominations  as provided for in the Company's
Bylaws,  and  provide in such  notice all  information  required  by the Bylaws,
including   all   information   that  would  be  required  to  be  disclosed  in
solicitations of proxies for the election of such nominees as Directors pursuant
to  Regulation  14A under the  Securities  Exchange  Act of 1934 (the  "Exchange
Act"),  as  amended,  including  the  nominee's  written  consent  to serve as a
Director if elected.  A  shareholder's  notice of  nomination  of Directors  for
election at the Company's 2004 annual meeting of shareholders will be considered
timely if such notice is received by the Secretary of the Company not later than
January 31,  2004,  nor earlier  than  November 2, 2003.  See also  "Shareholder
Proposals."  Shareholders  who wish the  Nominating  Committee to consider their
recommendations  for nominees for the position of Director  should  submit their
recommendations  in  writing  to the  Nominating  Committee  in care of  Suzanne
Gabbert,  the Corporate Secretary of CryoLife at CryoLife's  principal executive
offices at 1655 Roberts Blvd., N.W., Kennesaw, Georgia 30144.

     During 2002,  no Director  attended  fewer than 75% of the aggregate of the
total  number of  meetings  of the Board of  Directors  and the total  number of
meetings held by all committees of the Board on which he or she served.  Members
of the Board of Directors are  appointed to committees at the annual  meeting of
Directors immediately following the annual meeting of shareholders.

     Notwithstanding  anything to the  contrary  set forth in any of  CryoLife's
filings under the Securities Act of 1933, as amended, or the Securities Exchange
Act of  1934,  as  amended,  that  might  incorporate  other  CryoLife  filings,
including this proxy statement,  in whole or in part, the following  Reports and
Performance Graph shall not be incorporated by reference into any such filings.

                          REPORT OF THE AUDIT COMMITTEE

     The Board of Directors  maintains an Audit Committee  comprised of three of
CryoLife's  outside  Directors.  The Board of Directors and the Audit  Committee
believe that the Audit Committee's current member composition satisfies the rule
of  the  New  York  Stock  Exchange   ("NYSE")  that  governs  audit   committee
composition,  including  the  requirement  that audit  committee  members all be
"independent  directors" as that term is defined by Section  303.01(B)(2)(a) and
(3) of the New York Stock Exchange Listing Standards.

     The Audit Committee oversees CryoLife's  financial process on behalf of the
Board of Directors.  Management has the primary responsibility for the financial
statements  and  the  reporting  process,  including  the  systems  of  internal
controls.  In fulfilling  its oversight  responsibilities,  the Audit  Committee
reviewed the audited financial  statements in the Annual Report with management,
including  a  discussion  of the  quality,  not just the  acceptability,  of the
accounting  principles,  the  reasonableness  of  significant  judgments and the
clarity of  disclosures  in the  financial  statements.  The Board and the Audit
Committee have adopted a written Audit Committee Charter.

     The  Audit  Committee  reviewed  with  the  independent  auditors,  who are
responsible  for  expressing  an  opinion  on the  conformity  of those  audited
financial  statements  with  generally  accepted  accounting  principles,  their
judgments  as  to  the  quality,  not  just  the  acceptability,  of  CryoLife's
accounting  principles  and such other  matters as are  required to be discussed
with the Audit Committee under generally accepted auditing standards,  including
statement on Auditing  Standards  No. 61. In addition,  the Audit  Committee has
discussed  with  the  independent  auditors  the  auditors'   independence  from
management and CryoLife,  including the matters in the written  disclosures  and
the letter from the  independent  auditors  required by  Independence  Standards
Board Standard No. 1.

     The Audit  Committee  discussed with  CryoLife's  independent  auditors the
overall  scope and plans for their  audit.  The Audit  Committee  meets with the
independent  auditors,  with and  without  management  present,  to discuss  the


                                       6


results of their examination,  their evaluation of CryoLife's  internal controls
and the overall quality of CryoLife's financial reporting. CryoLife incurred the
following  fees for  services  performed  by  Deloitte  & Touche  LLP and Arthur
Andersen LLP in 2002:

AUDIT FEES

     Fees to  Deloitte  & Touche  LLP for the year 2002  audit and the review of
Forms 10-Q in 2002 were  $203,000,  of which an aggregate  amount of $88,000 had
been billed through December 31, 2002.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

     Neither Deloitte & Touche LLP nor Arthur Andersen LLP rendered any services
related to financial  information systems design and implementation for the year
ended December 31, 2002.

ALL OTHER FEES

     Aggregate fees billed for all other services  rendered by Deloitte & Touche
LLP for the year ended  December 31, 2002 were  $122,000.  Aggregate fees billed
for all other  services  rendered  by  Arthur  Andersen  LLP for the year  ended
December 31, 2002 were $96,000.

     The Audit  Committee  determined  that the payments made to its independent
accountants for non-audit  services for 2002 were  consistent  with  maintaining
Deloitte & Touche LLP's and Arthur Andersen LLP's independence.

     In reliance on the reviews  and  discussions  referred to above,  the Audit
Committee  members  did not  become  aware of any  misstatement  in the  audited
financial  statements  and  recommended to the Board of Directors (and the Board
has approved)  that the audited  financial  statements be included in CryoLife's
Annual Report on Form 10-K for the year ended  December 31, 2002 for filing with
the Securities and Exchange  Commission.  The Audit  Committee also approved the
selection of CryoLife's independent auditors.

                                  AUDIT COMMITTEE

                                  VIRGINIA C. LACY, CHAIRMAN
                                  JOHN M. COOK
                                  RONALD C. ELKINS, M.D.



                                       7




                REPORT OF THE COMPENSATION ADVISORY COMMITTEE ON
                             EXECUTIVE COMPENSATION

OVERVIEW

     The Compensation  Advisory Committee of the Board of Directors of CryoLife,
Inc. is composed of  non-employee  Directors  and approves the  compensation  of
CryoLife's  Executive  Officers at least  annually.  The Committee  believes the
actions  of  Executive  Officers  of  CryoLife  have a  profound  impact  on the
short-term and long-term  profitability  of CryoLife.  Therefore,  the Committee
gives significant attention to the design of CryoLife's compensation package.

     CryoLife's  compensation  package consists of three parts and is relatively
simple in design.  The three primary  parts are a base salary,  a cash bonus and
stock-based incentive  compensation.  No significant perquisites are provided to
Executive Officers.

BASE SALARY

     The Committee  believes it is important  for  Executive  Officers and other
employees  of  CryoLife to receive  acceptable  salaries  so that  CryoLife  can
recruit and retain the talent it needs.  For several  years,  the  Committee has
obtained a salary  survey  report.  This survey,  which is entitled the "Radford
Salary  Survey  for U.S.  Biotech  Companies,"  contains  information  regarding
salaries paid to various biotech  executives in the United States. The Committee
reviews this salary survey  primarily for  information  regarding  salaries,  as
opposed  to bonus and stock  incentive  information.  In setting  salaries,  the
Committee takes into consideration the individual employee's performance, length
of service to CryoLife,  and the information provided by the Radford Survey. The
Committee  seeks to set  compensation  at levels which are reasonable  under the
circumstances  and near the midrange for U.S. biotech  companies.  For 2002, the
Compensation  Advisory  Committee  considered  it advisable to make  significant
increases  in  salaries  in  order  to  provide  its  Executive   Officers  with
compensation in the same range as that of executives employed by other companies
in the industry.  Salaries for Executive  Officers were raised by 12.5%,  on the
average,  as compared to 2001. The range of increases was from 0% to 20.9%.  The
base salary for each Executive Officer is set on a subjective basis,  bearing in
mind an overall impression of that Executive's  relative skills,  experience and
contribution to CryoLife. The Committee does not attempt to address the relative
weight  assigned to the various  factors,  which are  evaluated  on a subjective
overall  basis by each  individual  member  of the  Committee.  Salaries  of all
Executive  Officers are reviewed  annually by the Committee.  In accordance with
this  procedure,  the Committee  consults with Mr.  Anderson,  the President and
Chief Executive  Officer of CryoLife,  and an appropriate  range of base salary,
bonus,  and stock options is  subjectively  considered,  based upon the range of
compensation  received by the other Executive  Officers and the  requirements of
the particular  positions to be filled.  The Chief Executive Officer  negotiates
with  candidates for employment,  subject to acceptance and  ratification by the
Committee,  and this  negotiated  base salary is reflected  in each  candidate's
employment agreement.

CASH BONUSES

     Cash bonuses are the next component of Executive Officer  compensation.  In
determining  the  amount  to be paid  as  bonuses  to  Executive  Officers,  the
Compensation Advisory Committee ordinarily considers the performance of CryoLife
in reaching  goals for  increased  revenues  and  pre-tax  profit as well as the
performance  of each Executive  Officer.  For 2002,  the  Compensation  Advisory
Committee  based its  decision  that  bonuses  should be awarded  to  CryoLife's
Executive  Officers upon its  subjective  determination  that due to the unusual
nature of the year 2002,  the  performance  of each  Officer  was of  particular
importance to the Company. The action by the FDA in ordering a recall of certain
products so adversely affected  CryoLife's ability to compete that no comparison
to other companies' levels of compensation was  satisfactory.  The amount of the
bonus  paid to  individual  Executive  Officers  was  determined  based upon the
Committee's  subjective  analysis  of the  performance  of  each  such  Officer.
Excluding the cash bonus paid to the Chief  Executive  Officer,  2002  Executive
Officer  bonuses ranged from $60,000 to $120,000 and were paid in 2002 and 2003.
On August  14,  2002 the  Compensation  Committee  determined  to pay a bonus to
Sidney B. Ashmore, Vice President Marketing,  of $15,000. On August 16, 2002 the
Compensation  Committee determined to pay a bonus to James Vander Wyk, then Vice
President Regulatory Affairs and Quality Assurance, of $60,000. In each case the
Compensation  Committee determined to grant the mid-year bonus in recognition of
the Officer's  efforts on behalf of the Company in addressing  important Company


                                       8


issues in difficult times, the Officer's  long-term service to the Company,  and
to accommodate  the economic needs of the Officers  arising from their desire to
retain  Company  shares  rather than  permit them to be sold  pursuant to margin
calls. These Officers now have no margin loans against their shares. The amounts
paid in August 2002 were taken into  consideration when the bonuses paid in 2003
were determined.

STOCK-BASED INCENTIVES

     Stock-based  incentives have been a supplemental  component of compensation
for  CryoLife's  Executive  Officers,  and certain  other  employees,  since the
formation of CryoLife.  CryoLife  adopted formal incentive stock option plans in
1984, 1989, 1993, 1998 and 2002.  CryoLife has also made grants of non-qualified
options under an informal stock option program. A Sub-Committee  composed of Ms.
Lacy and Dr. Van Dyne,  each of whom is an outside,  non-employee  Director,  as
such terms are  defined in Rule 16b-3  under the  Exchange  Act and  regulations
promulgated under Section 162(m) of the Internal Revenue Code of 1986,  approves
grants of stock options to Executive  Officers under CryoLife's option plans and
its informal stock option program.

     Historically,  grants made by CryoLife have  generally  vested at a rate of
20% per year and have had a term of five and one-half years.  These options also
usually expire upon termination of employment, except in the event of disability
or  death,  in which  case the term of the  option  may  continue  for some time
thereafter.

     The  Sub-Committee  believes that CryoLife's  stock option program has been
effective  in  focusing  attention  on  shareholder  value  since the gain to be
realized by Executive Officers upon exercise of options will change as the stock
price changes.  The Sub-Committee also believes that the long-term nature of the
options  encourages  CryoLife's  Executive  Officers  to remain  with  CryoLife.
Finally,  the  Sub-Committee  has found it appropriate to grant options to newly
employed  Executive  Officers in order to  encourage  such  Officers to identify
promptly with  CryoLife's  goal of increased  shareholder  value.  The number of
shares to be granted is established  utilizing the procedure  described above at
"--Base Salary." The Sub-Committee  subjectively determines the number of shares
to be granted  based on its  analysis  of the  number,  which  would  provide an
adequate  incentive  to the new  Executive  Officer  to accept a  position  with
CryoLife.

     In general,  following  initial  employment,  the  granting of  stock-based
incentives  to  Executive  Officers is  considered  by the  Sub-Committee  to be
justified  when  CryoLife's  revenues and earnings,  coupled with the individual
Executive's  performance,  warrant supplemental  compensation in addition to the
salary and bonus paid with  respect to a given  year.  Each of these  factors is
weighed  subjectively by Sub-Committee  members in determining  whether or not a
stock-based  incentive  should be granted,  and such  incentives are not granted
routinely.  Stock-based  incentives  were  granted  under the 2002 Plan to seven
Executive Officers to purchase in the aggregate,  270,850 shares during 2002. In
addition, in January 2002,  stock-based incentives were granted to six Executive
Officers to purchase in the aggregate,  57,959 shares outside of any plan. These
option grants were made with respect to 2001  performance.  The Committee thinks
it unlikely  that any  participants  in  CryoLife's  stock  plans  will,  in the
foreseeable  future,  receive in excess of $1 million in aggregate  compensation
(the  maximum  amount for which an employer may claim a  compensation  deduction
pursuant to Section  162(m) of the Internal  Revenue Code of 1986 unless certain
performance-related  compensation  exemptions  are met) during any fiscal  year,
other  than  those  individuals  with  respect  to  whom  the  performance-based
compensation exemption has been satisfied or severance payments are made.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

     The  Committee  fixed the 2002  salary of Mr.  Steven  G.  Anderson,  Chief
Executive  Officer of CryoLife,  at $600,000 and awarded Mr. Anderson  aggregate
cash  bonuses  of  $300,000,  paid in 2002 and  2003,  for his  performance  and
significant  service to CryoLife in 2002.  This  exhibits the  philosophy of the
Committee as set forth at "--Base  Salary" and "--Cash  Bonuses" above. In 2002,
Mr.  Anderson was granted stock  options under the 2002 Plan to purchase  40,000
shares of common  stock.  Also,  in January 2002,  stock-based  incentives  were
granted to Mr.  Anderson to purchase  10,000 shares  outside of any plan,  these
option  grants were made with respect to 2001  performance.  The  Committee  and
Sub-Committee  believe the compensation of Mr. Anderson,  a founder of CryoLife,
reflects their  subjective  opinions that Mr. Anderson has provided  superlative
leadership  and fulfilled  the functions of an Executive  Officer of CryoLife at
the highest level. Included in Mr. Anderson's $300,000 bonus is a $225,000 bonus
awarded on August 14, 2002. The Compensation  Committee  determined to grant the


                                       9


mid-year bonus in recognition of Mr. Anderson's efforts on behalf of the Company
in addressing important Company issues in difficult times, his long-term service
to the Company,  and to accommodate the economic needs of Mr.  Anderson  arising
from his desire to retain  Company  shares  rather  than  permit them to be sold
pursuant to a margin call.  Mr.  Anderson  now has no margin  loans  against his
shares.  The amount of this  mid-year  bonus was taken into  consideration  when
determining the amount of Mr. Anderson's bonus paid in 2003.

CONCLUSION

     The Committee and  Sub-Committee  believe that the mix of a cash salary and
bonuses  and a long-term  stock  incentive  compensation  program  represents  a
balance that has motivated and will continue to motivate  CryoLife's  management
team to produce the best results possible given overall economic  conditions and
the difficulty of predicting CryoLife's performance in the short term.

                                 COMPENSATION ADVISORY
                                      COMMITTEE:

                                 RONALD D. McCALL, CHAIRMAN
                                 VIRGINIA C. LACY
                                 BRUCE J. VAN DYNE, M.D.

                                 COMPENSATION ADVISORY
                                 SUB-COMMITTEE:

                                 VIRGINIA C. LACY
                                 BRUCE J. VAN DYNE, M.D.




                                       10




                                PERFORMANCE GRAPH

     Set forth  below is a  line-graph  presentation  comparing  the  cumulative
shareholder  return on CryoLife's  common stock,  on an indexed  basis,  against
cumulative  total returns of the Russell 2000 Index, and a "peer group" selected
by management of CryoLife.  The peer group  selected for inclusion in this proxy
statement  includes Advanced Tissue Sciences,  Inc.,  Osteotech,  Inc.,  Closure
Medical Corp. and LifeCell  Corporation.  Each of these companies has securities
traded on the Nasdaq Stock Market.  Advanced  Tissue and Osteotech were selected
because  they had been  utilized  as a basis for  comparison  with  CryoLife  in
reports by analysts for each of the two co-managers of CryoLife's initial public
offering. Management selected LifeCell to be included in the peer group based on
the fact that LifeCell,  a developer of tissue  engineered  products,  is also a
biomedical company,  and selected Closure Medical based on the fact that Closure
Medical  markets tissue  adhesive  products.  The returns for the peer group are
weighted according to each issuer's market capitalization. The performance graph
shows total return on investment for the period beginning  December 31, 1997 and
ending December 31, 2002.




                          [Graph Intentionally Omitted]













                                                                         
                 VALUE OF $100 INVESTED ON DECEMBER 31, 1997 AT:

                          12/31/97     12/31/98     12/31/99      12/31/00     12/31/01    12/31/02
                         -----------   ----------   ----------    ---------    ---------   ----------
CRYOLIFE                 $   100.00    $   87.16    $  86.24      $  332.86    $ 330.11    $   75.15
PEER GROUP               $   100.00    $   86.15    $  45.17      $   61.13    $  52.06    $   23.47
RUSSELL 2000 INDEX       $   100.00    $   97.20    $ 116.24      $  111.22    $ 112.36    $   88.11



                 Total return assumes reinvestment of dividends.


                                       11







EXECUTIVE COMPENSATION

         The  following  table  sets forth the  compensation  paid or accrued by
CryoLife to CryoLife's  Chief  Executive  Officer and the four other most highly
paid  Executive  Officers  of CryoLife  in 2002 (the  "Named  Executives").  The
information presented is for the years ended December 31, 2002, 2001 and 2000.



                                                                                        
                           SUMMARY COMPENSATION TABLE

                                                                                     LONG -TERM
                                                         ANNUAL COMPENSATION        COMPENSATION
                                                      --------------------------   ------------------
                                                                                     SECURITIES
                                                                                     UNDERLYING            ALL OTHER
              NAME AND                                  SALARY         BONUS        OPTIONS/SARS          COMPENSATION
         PRINCIPAL POSITION               YEAR         ($) (1)          ($)           (#) (2)               ($) (3)
--------------------------------------    -------     --------------------------   ------------------   -----------------
Steven G. Anderson                        2002        $ 600,000    $ 300,000          50,000              $  29,974
    Chairman of the Board of              2001          600,000      300,000          10,000                 47,662
    Directors, President and Chief        2000          520,000      300,000          30,000                 27,638
    Executive Officer

Kirby S. Black, Ph.D.                     2002          225,000      120,000          48,276                 20,975
    Senior Vice President, Research       2001          203,000       80,000           9,224                  4,250
    and Development                       2000          176,165       70,000          22,500                 10,912

Albert E. Heacox, Ph.D.                   2002          225,000      120,000          24,800                 16,194
    Senior Vice President,                2001          200,000       80,000          10,000                 19,807
    Laboratory Operations                 2000          184,800       60,000          15,000                 14,985

David Ashley Lee                          2002          220,000      120,000          62,500                  5,000
    Vice President, Chief Financial       2001          182,000       80,000          22,500                  4,250
     Officer and Treasurer                2000          132,359       35,000          30,000                  3,515

James C. Vander Wyk, Ph.D.                2002          240,000       60,000          25,000                 20,975
    Vice President, Product Integrity     2001          203,000       80,000             317                 16,659
                                          2000          174,625       60,000          15,000                 13,429

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


(1)    Includes  base  salary  earned by the Named  Executives  for the  periods
       presented and includes  compensation  deferred  under  CryoLife's  401(k)
       plan,   and  amounts  such  officers   elected  to  apply  to  CryoLife's
       supplemental  life insurance  program.  Amounts for perquisites and other
       personal  benefits  extended  to the Named  Executives  are less than the
       lesser of $50,000 or 10% of the total of annual  salary and bonus of such
       Named Executive.  Accordingly, the column for "Other Annual Compensation"
       has been omitted.
(2)    During the periods  presented,  the only form of  long-term  compensation
       utilized by CryoLife  has been the grant of stock  options.  CryoLife has
       not awarded  restricted stock or stock  appreciation  rights, or made any
       long-term  incentive  payouts.  Accordingly,  the columns for "Restricted
       Stock Award(s)" and "Long Term Incentive Payouts" have been omitted.
(3)    Since the inception of CryoLife's 401(k) plan, CryoLife has made matching
       contributions  to the plan  subject to certain  limitations  and  vesting
       requirements.  In 1992,  CryoLife adopted its supplemental life insurance
       program for certain Executive Officers.



                                       12



     The  following  table sets  forth,  for each of the Named  Executives,  the
amount of CryoLife's  contributions to the 401(k) plan and the supplemental life
insurance program:



                                                                                  


                                           2002                                  2001                         2000
                            --------------------------------- --------------------------------- ------------------------------------
                                                 SUPPLEMENTAL                      SUPPLEMENTAL                        SUPPLEMENTAL
                                       401(K)       LIFE                               LIFE                                 LIFE
                                       CONTRI-    INSURANCE              401(K)      INSURANCE              401(K)       INSURANCE
NAME                         TOTAL     BUTION     PROGRAM     TOTAL   CONTRIBUTION    PROGRAM     TOTAL   CONTRIBUTION    PROGRAM
----                         -----     -------   ------------ -----   ------------ ------------   -----   ------------ ------------

Steven G. Anderson          $20,974     $5,000    $24,974    $47,662     $ 4,250     $43,412      27,638     $ 5,250     $ 22,388
Kirby S. Black, Ph.D         20,975      5,000     15,975      4,250       4,250           0      10,912       1,741        9,171
Albert E. Heacox, Ph.D       16,194      5,000     11,194     19,807       4,250      15,557      14,985       4,235       10,750
David Ashley Lee              5,000      5,000          0      4,250       4,250           0       3.515       3,515            0
James C. Vander Wyk, Ph.D    20,975      5,000     15,975     16,659       4,250      12,409      13,429       4,299        9,130
Wyk, Ph.D.


     Grant of Options.  During 2002, options were granted to Steven G. Anderson,
Kirby S. Black, Ph.D.,  Albert E. Heacox,  Ph.D., David Ashley Lee, and James C.
Vander Wyk,  Ph.D.  No stock  appreciation  rights  (SARs) have been  granted by
CryoLife.  The following  table sets forth  information  regarding the grants of
options in 2002:

                  OPTION/SAR GRANTS IN LAST FISCAL YEAR (2002)


                                                                                       
                                    NUMBER OF                                               POTENTIAL REALIZABLE
                                    SECURITIES                                          VALUE AT ASSUMED ANNUAL RATES
                                    UNDERLYING    % OF TOTAL                               OF APPRECIATION FOR
                                    OPTIONS/     OPTIONS/SARS                                   OPTION TERM
                                      SARS        GRANTED TO     EXERCISE               -----------------------------
                                    GRANTED      EMPLOYEES IN     PRICE     EXPIRATION
  NAME                                (#)        FISCAL YEAR    ($/SH)(1)    DATE(2)       5%($)          10%($)
 --------------------------------  ----------  --------------- ----------- -----------  -----------------------------

 Steven G. Anderson..............      3,584        5.89%          27.90     5-29-12      62,885.44      159,364.05
                                       1,465                        2.20     2-29-08         991.76        2,220.31
                                      10,000                       29.25      7-9-07      85,378.26      195,463.69
                                       6,416                       27.90    11-29-07      55,145.01      123,474.83
                                      28,535                        2.20     2-29-08      19,317.24       43,246.86
 Kirby S. Black, Ph.D. ..........      8,276        5.69%          29.25      7-9-07      70,659.05      161,765.75
                                      31,508                        2.20     2-29-08      21,329.86       47,752.66
                                       8,492                        2.20     2-29-08       5,748.80       12.870.24
 Albert E. Heacox, Ph.D. ........     17,056        2.93%           2.20     2-29-08      11,546.34       25,849.61
                                       7,794                        2.20     2-29-08       5,276.28       11,812.37
 David Ashley Lee ...............     50,000        8.54%           2.20     2-29-08      33,848.32       75,778.63
                                      10,000                       29.25      7-9-07      85,378.26      195,463.69
                                      12,500                        2.20     2-29-08       8,462.08       18,944.66
 James C. Vander Wyk, Ph.D.......      5,096         4.09%          2.20     2-29-08       3,449.82        7,723.36
                                      19,904                        2.20     2-29-08      13,474.34       30,165.96
                                       9,683                       29.25      7-9-07      82,671.77      189.267.49
-------------


(1)  The exercise price was fixed as the closing price on the date of grant.
(2)  Options  are  subject  to  earlier  termination  in  the  event  of  death,
     disability, retirement, or termination of employment.

     Options Exercised. The following table sets forth information regarding the
exercise  of  options  in 2002  and the  number  of  options  held by the  Named
Executives as listed in the Summary  Compensation Table,  including the value of
unexercised  in-the-money options, as of December 31, 2002. The closing price of
CryoLife's  common stock on December 31, 2002 used to calculate  such values was
$6.83 share.



                                       13


           AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR (2002)
         AND FISCAL YEAR-END OPTION/SAR VALUES (AS OF DECEMBER 31, 2002)



                                                                                     

                                                                NUMBER OF SECURITIES             VALUE OF UNEXERCISED
                                                               UNDERLYING UNEXERCISED                IN-THE-MONEY
                                                                  OPTIONS/SARS                     OPTIONS/SARS
                                                                 AT YEAR END (#)                   AT YEAR END ($)
                                  SHARES          VALUE     -------------------------------  --------------------------------
                               ACQUIRED ON      REALIZED
           NAME                EXERCISE (#)        ($)        EXERCISABLE     UNEXERCISABLE    EXERCISABLE      UNEXERCISABLE
---------------------------   --------------   -----------  --------------    -------------  ---------------   --------------
Steven G. Anderson.........       12,000        $240,000          25,052           152,698        $0             $138,900
Kirby S. Black, Ph.D.......         0               0             10,508            69,492         0             $185,200
Albert E. Heacox, Ph.D.....         0               0              7,850            41,850         0             $115,055
David Ashley Lee...........         0               0             27,579           112,421         0             $289,375
James C. Vander Wyk, Ph.D..         0               0             12,362            52,638         0             $115,750



     2002  Stock  Incentive  Plan.  On March 7,  2002,  the  Board of  Directors
adopted,  subject to approval of  shareholders,  the 2002 Stock  Incentive Plan.
Options  may be  granted  under  the 2002  Stock  Incentive  Plan to  employees,
Officers or  Directors  of and  consultants  and  advisors  to CryoLife  and its
subsidiaries.  Unless sooner  terminated by the Board,  the 2002 Stock Incentive
Plan terminates in March 2012. CryoLife's 2002 Stock Incentive Plan provides for
the grant of options  ("Options"),  stock appreciation rights ("SARs") and stock
units,  performance shares and restricted stock awards (collectively referred to
as "Stock Awards").  Options, SARs and Stock Awards are collectively referred to
herein as "Awards." Awards may be granted under the 2002 Stock Incentive Plan to
acquire up to a maximum of 974,000  shares of common  stock.  In  addition,  the
following  limitations  are imposed under the 2002 Stock  Incentive  Plan: (i) a
maximum  of 974,000  shares may be issued  pursuant  to Options  intended  to be
Incentive Stock Options  ("ISOs") under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), (ii) a maximum of 100,000 shares may be issued
under Options and SARs to any one individual during any consecutive twelve month
period,  (iii) a maximum of 100,000  shares in the  aggregate  may be subject to
Stock Awards,  and (iv) a maximum  payment under Stock Awards of $400,000 may be
made to any  one  individual  for  any  performance  goals  established  for any
performance  period  (including the fair market value of stock subject to Awards
denominated in shares).

     1998 Long-Term Incentive Plan. On December 19, 1997, the Board of Directors
adopted,  subject to approval  of  shareholders,  the  CryoLife  1998  Long-Term
Incentive  Plan. As amended in 2000, the 1998 Long-Term  Incentive Plan provides
for the grant of options,  stock appreciation rights and other awards to acquire
up  to a  maximum  of  900,000  shares  of  common  stock,  subject  to  certain
adjustments.  As of March 21, 2003,  options for 840,666 shares were outstanding
and options for 66,075 shares had been exercised  pursuant to the 1998 Long-Term
Incentive Plan.

     CryoLife Amended and Restated Non-Employee Directors Stock Option Plan. The
CryoLife Amended and Restated Non-Employee  Directors Stock Option Plan provides
for the grant of  options  to  non-employee  Directors  of  CryoLife.  This plan
provides  for the grant of options to acquire up to a maximum of 262,500  shares
of common  stock.  At each Annual  Meeting of  Shareholders,  each  non-employee
Director  elected,  re-elected  or  continuing  as a  non-employee  Director  of
CryoLife  receives an annual  grant of options to purchase  7,500  shares on the
first  business  day after such Annual  Meeting,  which  options  shall vest and
become  exercisable  on the date of grant.  Except as set forth  below,  options
granted under this plan are not  transferable  other than by will or the laws of
descent and  distribution.  Notwithstanding  the  foregoing,  the  optionee  may
transfer  the option for no  consideration  to or for the benefit of a member of
the optionee's  immediate family (including,  without limitation,  to a trust or
IRA) subject to such limits as the Board may establish, and the transferee shall
remain  subject to all the terms and  conditions  that were  applicable  to such
option prior to the transfer. Upon the death of a non-employee Director, options
that were  exercisable on the date of death are  exercisable by his or her legal
representatives  or heirs, but in no event may the option be exercised after the
last day on which it could have been exercised by the non-employee  Director. As
of December 31,  2002,  options for 195,000  shares had been granted  under this
plan and options to purchase 7,500 shares of common stock had been exercised.






                                       14


EQUITY COMPENSATION PLAN INFORMATION

     The  following  table  provides  information  as of December  31, 2002 with
respect to shares of CryoLife  common  stock that may be issued  under  existing
equity compensation plans.



                                                                                
                         NUMBER OF SECURITIES TO         WEIGHTED-AVERAGE EXERCISE        NUMBER OF SECURITIES REMAINING
                         BE ISSUED UPON EXERCISE         PRICE OF OUTSTANDING             AVAILABLE FOR FUTURE ISSUANCE
                         OF OUTSTANDING OPTIONS,         OPTIONS, WARRANTS AND            UNDER EQUITY COMPENSATION
                         WARRANTS AND RIGHTS             RIGHTS                           PLANS (EXCLUDING SECURITIES
                                                                                          REFLECTED IN COLUMN (A))
                                    (A)                            (B)                               (C)
                         ---------------------------     ---------------------------      --------------------------------
Plans Approved by                 1,926,855                      $11.26                            969,799
Shareholders

Plans Not Approved by               459,209                      $15.60                                  0
Shareholders

TOTAL                             2,386,064                      $12.10                             969,799



     Employment Agreements.  In September 2002, CryoLife entered into employment
agreements with each of the Named Executive  Officers.  Except for the length of
employment  and  position  specific  terms,  such as  duties of  employment  and
compensation,   and  except  as  otherwise  disclosed  below,  these  employment
agreements are substantially identical. Under Messrs. Anderson, Lee, Vander Wyk,
and Heacox's  employment  agreements,  CryoLife  has agreed to employ,  and each
Officer  has agreed to remain  employed  by  CryoLife,  for two years  after the
effective  date  of the  employment  agreement.  Under  Mr.  Black's  employment
agreement,  CryoLife has agreed to employ,  and the Officer has agreed to remain
employed by CryoLife,  for one year after the effective  date of the  employment
agreement. These employment agreements provide that employment may be terminated
by either party with or without cause. Each Officer may terminate his employment
for good reason,  which includes among other things,  termination by the Officer
for any  reason,  at least 90, but not more than 120 days  following a Change of
Control (as defined in the  employment  agreements)  or during the 30 day period
immediately  following the first anniversary of a Change of Control.  The annual
salaries for Messrs.  Black, Heacox, Lee and Vander Wyk are $225,000,  $225,000,
$220,000 and $240,000, respectively.

     Under the employment agreements,  upon termination by the employee for good
reason or termination by the Company other than for cause,  death or disability,
CryoLife will pay an agreed upon severance  payment.  The severance payments are
$337,500,  $337,500,  $330,000 and $360,000 for Messrs.  Black,  Heacox, Lee and
Vander Wyk,  respectively.  Upon  termination by the Company for cause or by the
employee for any reason other than for good reason,  the  employment  agreements
will  terminate and CryoLife will not be obligated to pay any severance  amount.
The employment agreements  automatically  terminate upon death. Each employee is
required to devote his full and exclusive  time and attention to his  employment
duties.  Under the  employment  agreements,  CryoLife  has agreed to require any
successor to all or substantially  all of the business and/or assets of CryoLife
to assume the employment agreements.

     The Compensation  Advisory  Committee approved the inclusion of a provision
in Mr. Anderson's agreement pursuant to which Ms. Ann B. Anderson, the spouse of
Mr.  Anderson,  will be provided with health care coverage  throughout her life,
regardless of whether the agreement is terminated.  This provision is consistent
with the terms of Mr. Anderson's employment agreements negotiated in 1995 and in
1999. In the event CryoLife terminates employment other than for cause, death or
disability  or Mr.  Anderson  terminates  employment  for good reason,  then Mr.
Anderson  will be entitled to be paid  $900,000 as severance  compensation.  The
annual salary for Mr. Anderson is $600,000.

     Compensation Advisory Committee Interlocks and Insider  Participation.  The
following  three  Directors  serve on the  Compensation  Advisory  Committee  of
CryoLife's  Board of Directors:  Mr.  McCall,  Ms. Lacy,  and Dr. Van Dyne.  Mr.
McCall was the  Secretary  and  Treasurer  of  CryoLife  from 1984  until  2002.
CryoLife has engaged  Ronald D. McCall,  P.A., a law firm of which Mr. McCall is
the sole shareholder to perform legal services on an ongoing basis. For the year
ended  December 31, 2002,  CryoLife  paid Ronald D. McCall,  P.A.  approximately
$89,820 for such legal services,  including expense  reimbursements.  Management


                                       15


believes  that  these  services  were  provided  on terms no less  favorable  to
CryoLife than terms  available from unrelated  parties for comparable  services.
See  "Information  about the Board of Directors  and  Committees  of the Board -
Director Compensation"  regarding consulting fees paid by CryoLife to Dr. Elkins
and Dr. Van Dyne during fiscal 2002.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the  Securities  Exchange Act of 1934 requires  CryoLife's
Executive  Officers and Directors and persons who beneficially own more than 10%
of CryoLife's  stock to file initial reports of ownership and reports of changes
in ownership with the Securities and Exchange  Commission.  Executive  Officers,
Directors and greater than 10% beneficial owners are required by SEC regulations
to furnish CryoLife with copies of all Section 16(a) forms they file.

     Based  solely on its review of copies of forms  received  by it pursuant to
Section 16(a) of the Securities Exchange Act of 1934 or written  representations
from reporting persons, CryoLife believes that with respect to 2002, all Section
16(a) filing requirements  applicable to its Executive  Officers,  Directors and
greater than 10% beneficial owners were complied with.

CERTAIN TRANSACTIONS

     CryoLife employs Mr. Anderson's son, Bruce G. Anderson,  36, as Director of
Cardiovascular Field Services in the Marketing  Department.  He has held various
positions within the Company since 1994. His salary during 2002 was $122,092.



                                       16




             OWNERSHIP OF PRINCIPAL SHAREHOLDERS, NAMED EXECUTIVES,
                 AND EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP

     The name and address of each person or entity who owned  beneficially 5% or
more of the  outstanding  shares of common  stock of CryoLife on April 21, 2003,
together  with the  number of shares  owned and the  percentage  of  outstanding
shares that ownership  represents is set forth in the following table. The table
also shows  information  concerning  beneficial  ownership  by each of the Named
Executives and by all Directors and Executive Officers as a group. The number of
shares  beneficially  owned is  determined  under the rules of the SEC,  and the
information is not necessarily  indicative of beneficial ownership for any other
purpose. Under such rules,  beneficial ownership includes any shares as to which
the individual has sole or shared voting power or investment  power and also any
shares  that the  individual  has the right to acquire  within 60 days after the
date hereof  through the  exercise of any stock  option or other  right.  Unless
otherwise  indicated,  each person has sole  investment  and voting  powers,  or
shares such powers with his or her spouse,  with respect to the shares set forth
in the following table:



                                                                                               
                                                                            NUMBER OF SHARES OF          PERCENTAGE OF
                                                                              CRYOLIFE STOCK          OUTSTANDING SHARES
                         BENEFICIAL OWNER                                   BENEFICIALLY OWNED         OF CRYOLIFE STOCK
--------------------------------------------------------------------       ----------------------    ----------------------

Steven G. Anderson................................................               1,660,967 (1)             8.43%
Kirby S. Black, Ph.D..............................................                  61,632 (2)               *
Albert E. Heacox, Ph.D............................................                 128,396 (3)               *
David Ashley Lee..................................................                  52,964 (4)               *
James C. Vander Wyk, Ph.D. .......................................                  43,762 (5)               *
Private Clients and Asset Management Business Group of Deutsche                  1,415,548 (6)             7.20%
Bank AG and its subsidiaries and affiliates
All current Directors and Executive Officers
     as a group (13 persons)......................................               3,486,018 (7)            16.98%



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

* Ownership represents less than 1% of outstanding CryoLife common stock.

(1)  Includes  107,899  shares  held  of  record  by Ms.  Ann B.  Anderson,  Mr.
     Anderson's spouse. Also includes 38,387 shares subject to options which are
     presently  exercisable or will become  exercisable within 60 days after the
     date of this proxy statement. The business address for Mr. Anderson is: c/o
     CryoLife, Inc., 1655 Roberts Blvd., N.W., Kennesaw, Georgia 30144.
(2)  Includes  18,500  shares  subject  to options  which are  either  presently
     exercisable  or will  become  exercisable  within 60 days after the date of
     this proxy  statement.  Also includes 225 shares held by Dr.  Black's minor
     children.
(3)  Includes  10,850  shares  subject  to options  which are  either  presently
     exercisable  or will  become  exercisable  within 60 days after the date of
     this proxy  statement.  Also includes  45,000 shares owned by Dr.  Heacox's
     spouse as trustee of a living  trust,  72,346 shares owned by Dr. Heacox as
     trustee of a living trust,  100 shares owned by Albert E. Heacox C/F Rachel
     K.  Heacox,  UTMA/GA and 100 shares owned by Albert E. Heacox C/F Daniel A.
     Heacox,  UTMA/GA.  Dr. Heacox disclaims  beneficial ownership of all shares
     owned by his son and daughter.
(4)  Includes  39,474  shares  subject  to options  which are  either  presently
     exercisable  or will  become  exercisable  within 60 days after the date of
     this proxy statement. Also includes 1,700 shares held in Mr. Lee's parents'
     account  over which Mr. Lee has  signing  authority.  Also  includes  1,500
     shares held by Mr. Lee's minor children.
(5)  Includes  14,362  shares  subject  to options  which are  either  presently
     exercisable  or will  become  exercisable  within 60 days after the date of
     this proxy statement.
(6)  Based upon  information  included in a Schedule 13G/A filed on February 11,
     2003. The business address of Private Clients and Asset Management Business
     Group  of  Deutsche  Bank  AG  and  its  subsidiaries  and  affiliates  is:
     Taunusanlage  12, D-60325,  Frankfurt am Main,  Federal Republic of Germany
     based on the Schedule 13G/A.
(7)  See "Election of Directors" for information as to the beneficial  ownership
     of  shares  attributed  to  Directors  who are not also  Named  Executives.
     Includes 869,410 shares subject to options which are presently  exercisable
     or will  become  exercisable  within 60 days  after the date of this  proxy
     statement. Includes 117,346 shares held as trustees by an Executive Officer
     and his  spouse.  Includes  355,280  shares  held as  beneficiary  of three
     trusts,  and 165,879  shares held as  beneficiary  of an IRA, of Ms. Lacy's
     deceased spouse.  Includes 22,500 shares held as administrator of a pension
     plan. Includes 19,500 shares held by CT Investments,  LLC of which Mr. Cook
     owns 90% of the  membership  interests.  Includes  123,899  shares  held of
     record by the spouses of Executive  Officers and Directors.  Includes 1,925
     shares  held of record by the minor  children  of  Executive  Officers  and
     Directors. Includes 1,700 shares held by Mr. Lee's parents.



                                       17


                         INDEPENDENT PUBLIC ACCOUNTANTS

     Deloitte & Touche LLP, CryoLife's  independent  accountants for fiscal year
2002,  are expected to be engaged to audit the financial  statements of CryoLife
for  the  fiscal  year  ended   December  31,  2003.   It  is  expected  that  a
representative of Deloitte & Touche LLP will be present at the Annual Meeting to
respond to any appropriate questions and to make a statement on behalf of his or
her firm, if such representative so desires.

     At a meeting held on April 5, 2002, the Audit Committee recommended and the
Board  approved the  dismissal of Arthur  Andersen  LLP ("AA"),  as  independent
auditors of CryoLife effective April 9, 2002.

     The reports of AA on  CryoLife's  financial  statements  for the two fiscal
years ended  December  31, 2001 and December 31, 2000 did not contain an adverse
opinion or a  disclaimer  of opinion  and were not  qualified  or modified as to
uncertainty, audit scope, or accounting principles.

     During the Company's  fiscal years ended December 31, 2001 and 2000, and in
the subsequent interim period through April 9, 2002, there were no disagreements
with AA on any matter of accounting principles or practices, financial statement
disclosure,  or auditing  scope and  procedures  which,  if not  resolved to the
satisfaction of AA would have caused AA to make reference to the matter in their
report. CryoLife requested AA to furnish it a letter addressed to the Commission
stating  whether it agrees  with the above  statements.  A copy of that  letter,
dated April 10, 2002 is filed as Exhibit 16 to the  Company's  Form 8-K filed on
April 11, 2002.

     There  were no  "reportable  events"  as that  term  is  described  in Item
304(a)(1)(v)  of Regulation S-K for the two fiscal years ended December 31, 2001
and December 31, 2000 or for the  subsequent  interim  period  through  April 9,
2002.

     On May 3, 2002, the Audit Committee  recommended and the Board approved the
engagement  of Deloitte & Touche LLP as its  independent  auditor for the fiscal
year ending December 31, 2002 effective immediately.

     During CryoLife's fiscal years ended December 31, 2001 and 2000, and in the
subsequent  interim  period  through May 3, 2002,  neither  CryoLife  nor anyone
acting on its behalf consulted  Deloitte & Touche LLP with respect to either (i)
the  application  of accounting  principles to a specified  transaction,  either
completed  or proposed,  or the type of audit  opinion that might be rendered on
CryoLife's consolidated financial statements, or (ii) any matter that was either
the subject of a disagreement  or any other matters or reportable  events as set
forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.


                        TRANSACTION OF OTHER BUSINESS

     As of the date of this  Proxy  Statement,  the  Board  is not  aware of any
matters other than those set forth herein and in the Notice of Annual Meeting of
Stockholders  that will come before the meeting.  Should any other matters arise
requiring the vote of stockholders, it is intended that proxies will be voted in
respect  thereto in  accordance  with the best judgment of the person or persons
voting the proxies.

                              SHAREHOLDER PROPOSALS

     Appropriate   proposals  of  shareholders   intended  to  be  presented  at
CryoLife's  2004  Annual  Meeting  of   Shareholders   pursuant  to  Rule  14a-8
promulgated  under  the  Securities  Exchange  Act of 1934 must be  received  by
CryoLife by January 1, 2004 for  inclusion  in its proxy  statement  and form of
proxy relating to that meeting. In addition, all shareholder proposals submitted
outside of the  shareholder  proposal rules  promulgated  pursuant to Rule 14a-8
under the Exchange Act must be received by CryoLife by no later than January 31,
2004 but no earlier than November 2, 2003, in order to be considered  timely. If
such  shareholder  proposals  are not timely  received,  proxy holders will have
discretionary  voting  authority with regard to any such  shareholder  proposals
which may come before the 2004 Annual Meeting.  If the month and day of the next
annual  meeting is advanced  or delayed by more than 30  calendar  days from the


                                       18


month and day of the  annual  meeting to which  this  proxy  statement  relates,
CryoLife shall, in a timely manner,  inform its shareholders of the change,  and
the date by which proposals of shareholders must be received.

     UPON THE WRITTEN REQUEST OF ANY RECORD OR BENEFICIAL  OWNER OF COMMON STOCK
OF CRYOLIFE WHOSE PROXY WAS SOLICITED IN CONNECTION WITH THE 2003 ANNUAL MEETING
OF SHAREHOLDERS, CRYOLIFE WILL FURNISH SUCH OWNER, WITHOUT CHARGE, A COPY OF ITS
ANNUAL REPORT ON FORM 10-K WITHOUT  EXHIBITS FOR ITS FISCAL YEAR ENDED  DECEMBER
31,  2002.  REQUESTS  FOR A COPY OF SUCH  ANNUAL  REPORT ON FORM 10-K  SHOULD BE
ADDRESSED TO SUZANNE GABBERT, CORPORATE SECRETARY,  CRYOLIFE, INC., 1655 ROBERTS
BOULEVARD, N.W., KENNESAW, GEORGIA 30144.

     IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.  SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE  MEETING IN PERSON  ARE URGED TO SIGN,  COMPLETE,  DATE AND
RETURN  THE PROXY CARD IN THE  ENCLOSED  ENVELOPE,  TO WHICH NO POSTAGE  NEED BE
AFFIXED.

                                    By Order of the Board of Directors

                                    /s/ Steven G. Anderson

                                    STEVEN G. ANDERSON, Chairman
                                    of the Board, President and Chief
Dated:  April 30, 2003              Executive Officer





                                       19

                                                                      APPENDIX A
                             AUDIT COMMITTEE CHARTER


ORGANIZATION

     There shall be a  committee  of the Board of  Directors  to be known as the
Audit  Committee.  The  Audit  Committee  shall be  composed  of at least  three
Directors who are free of any relationship  that, in the opinion of the Board of
Directors,  would interfere with their exercise of independence  from management
and the company as a committee member, and who otherwise meet The New York Stock
Exchange's  definition of  "independent"  and the  definition of  "independence"
contained  in Section  10A(m)(3)  of the  Securities  Exchange  Act of 1934,  as
amended. In addition, each Audit Committee member shall be financially literate,
as such  qualification is interpreted by the Company's Board of Directors in its
business  judgment.  Committee  members cannot serve on the audit  committees of
more than two other companies.

STATEMENT OF POLICY

     The Audit Committee shall provide assistance to the corporate  Directors in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment  community relating to corporate  accounting,  reporting practices of
the corporation,  and the quality and integrity of the financial  reports of the
corporation.  In so doing,  it is the  responsibility  of the Audit Committee to
maintain  free and open  means  of  communication  between  the  Directors,  the
independent auditors, and the financial management of the corporation. The Audit
Committee shall have full access, without restriction, to all information, which
it   believes,   in  the   members'   judgment,   is  required  to  fulfill  its
responsibilities.   The  independent  auditors  are  accountable  to  the  Audit
Committee as shareholder representatives.

RESPONSIBILITIES

     In carrying  out its  responsibilities,  the Audit  Committee  believes its
policies  and  procedures  should  remain  flexible,  in order to best  react to
changing  conditions  and to ensure to the Directors and  shareholders  that the
corporate   accounting  and  reporting  practices  of  the  corporation  are  in
accordance  with all  requirements  and are of the  highest  quality.  The Audit
Committee shall meet at least four times annually.

     In carrying out these responsibilities, the Audit Committee will:

     1.   Select and oversee  the  independent  auditors to audit the  financial
          statements of the corporation and its divisions and subsidiaries.  The
          accountability of the independent  auditors is to the Audit Committee,
          and the Audit  Committee  shall  have the sole  power to  dismiss  the
          independent   auditors.   The  Audit   Committee  is  responsible  for
          evaluating auditor independence.

     2.   Meet with the  independent  auditors and  financial  management of the
          corporation  to review the scope of the proposed audit for the current
          year and the audit  procedures to be utilized,  and at the  conclusion
          thereof review such audit,  including any comments or  recommendations
          of the independent auditors.

     3.   Review  at least  annually  with  the  independent  auditors,  and the
          financial  and  accounting  personnel of the company,  the quality and
          adequacy  of  financial  statements  and  financial   disclosures  and
          effectiveness  of  the  accounting  and  financial   controls  of  the
          corporation,  and elicit any  recommendations  for the  improvement of
          such internal control procedures or particular areas where new or more
          detailed controls or procedures are desirable. Significant major costs
          and expenses should be discussed,  along with the steps management has
          taken to monitor and control such expenses. Particular emphasis should
          be given to the  adequacy  of such  internal  controls  to expose  any
          payments,  transactions, or procedures that might be deemed illegal or
          otherwise improper.  Further, the committee periodically should review
          company policy  statements to determine their adherence to the code of
          conduct.



                                       A-1


     4.   Obtain  and  review on a  periodic  basis  statements  of the  outside
          auditor  delineating  all  relationships  between  the auditor and the
          company and  actively  engage the outside  auditor in a dialogue  with
          respect  to any  relationships  or  services  that may  impact  on the
          objectivity and independence of the outside auditor and recommend that
          the Board of  Directors  take  appropriate  action in  response to the
          outside  auditors'  report to satisfy itself of the outside  auditors'
          independence.

     5.   Approve fee arrangements  with the independent  auditors for audit and
          non-audit services and annually review fees paid to the firm.

     6.   Review the experience and  qualifications of the senior members of the
          independent auditors' team.

     7.   Pre-approve  the retention of the  independent  auditors for any audit
          (including   comfort  letters  and  statutory   audits)  or  non-audit
          services.

     8.   Review and discuss with the  independent  auditors and with management
          the annual audited  financial  statements and management's  discussion
          and analysis  contained in the annual report to shareholders  and Form
          10-K prior to release  to the  public or filing  with the  appropriate
          agencies.

     9.   Review and discuss with the independent  auditors and with management,
          the earnings press releases prior to release to the public.

     10.  Require  that  the  independent  auditors  conduct  an SAS 71  Interim
          Financial Review before the Company files its Form 10-Q.

     11.  Meet with the  independent  auditors at the conclusion of the audit to
          review the results.  Discuss the independent  auditors'  evaluation of
          CryoLife's financial, accounting, and auditing personnel, the level of
          cooperation that the independent  auditors  received during the course
          of  the  audit,  accounting   adjustments,   significant  auditing  or
          accounting  issues,  and any  management or internal  control  letters
          issued or proposed to be issued.

     12.  Review and  discuss  with  management  and  independent  auditors  the
          Company's quarterly financial  statements and management's  discussion
          and analysis  prior to filing Form 10-Q,  including the results of the
          auditors' review of the quarterly financial statements.

     13.  Obtain  and  review  at  least  annually  a  written  report  from the
          independent   auditors   describing  their  internal  quality  control
          procedures;  any material  issues  raised by the most recent  internal
          quality control review,  or peer review, of them, or by any inquiry or
          investigation by governmental or professional authorities,  within the
          preceding  five  years,  respecting  one or  more  independent  audits
          carried out by them and any steps taken to deal with any such  issues;
          and all relationships between the independent auditor and the Company.
          After  reviewing  this  report,  the  Committee  should  evaluate  the
          independent auditors' qualifications, performance and independence and
          present its conclusions to the full Board.

     14.  Obtain  and  review  at  least  annually  a  written  report  from the
          independent  auditors  describing all critical accounting policies and
          practices  to be used  by  CryoLife;  all  alternative  treatments  of
          financial  information within generally accepted accounting principles
          that have been discussed with CryoLife  management;  ramifications  of
          the  use of  such  alternative  disclosures  and  treatments,  and the
          treatments preferred by the independent  auditors;  and other material
          written   communications   between  the   independent   auditors   and
          management,  such as any  management  letter or schedule of unadjusted
          differences.

     15.  Provide  sufficient  opportunity for the independent  auditors to meet
          with the members of the Audit Committee  without members of management
          present.  Among the items to be  discussed  in these  meetings are the
          independent  auditors'  evaluation  of  the  corporation's  financial,
          accounting,  and  auditing  personnel,  and the  cooperation  that the


                                       A-2


          independent auditors received during the course of the audit.

     16.  Submit  the  minutes of all  meetings  of the Audit  Committee  to, or
          discuss the matters  discussed at each  committee  meeting  with,  the
          Board of Directors.

     17.  Meet separately,  at least quarterly with internal  operations review,
          with the independent auditors, and with management.

     18.  Review the  adoption,  application  and  disclosure  of the  Company's
          critical accounting policies and any changes thereto.

     19.  Periodically review CryoLife's Code of Business Conduct, including the
          results of the review by internal operations review of compliance with
          the Code.

     20.  Review CryoLife's  internal  operations review function  including its
          performance,  independence and authority, its proposed audit plans and
          scope for the ensuing year,  and the  coordination  of such plans with
          the independent auditors.

     21.  Receive,  prior to each  meeting  as  appropriate,  from the  internal
          operations  review  function  and the  independent  auditors,  reports
          summarizing the findings of completed internal reviews, and a progress
          report of accomplished versus planned activities.  Any deviations from
          planned activities should be adequately explained.

     22.  Review and approve the  Committee's  report  required by the SEC to be
          included in the Company's annual Proxy Statement.

     23.  Review and approve significant related party transactions.

     24.  Determine that the disclosures and content of the financial statements
          are  satisfactory  for submission to the  shareholders  and for filing
          with the Securities and Exchange  Commission.  Such determination will
          be made through  discussions with  independent  auditors and executive
          and financial management.

     25.  Establish  procedures  for the  receipt,  retention  and  treatment of
          complaints  received  by  CryoLife  regarding   accounting,   internal
          accounting  controls  or  auditing  matters,   and  the  confidential,
          anonymous  submission by employees of concerns regarding  questionable
          accounting or auditing matters.

     26.  Review  public  reports  and  articles   brought  to  the  Committee's
          attention by the auditors or management in which  CryoLife  accounting
          practices are mentioned.

     27.  Review the quality and  sufficiency  of the  accounting  and financial
          resources  required to meet the financial and reporting  objectives as
          determined by the Committee.  Review the succession  planning  process
          for the accounting and financial areas.

     28.  Review  and  determine  appropriateness  of  the  Company  hiring  any
          employee or former employee of the Company's  independent auditors and
          set clear hiring policies with respect thereto.

     29.  Review  all  allegations   brought  to  the   Committee's   attention,
          regardless  of  source,   of  inappropriate  or  improper   accounting
          practices.

     30.  Investigate  any matter  brought to its attention  within the scope of
          its  duties.  The  Committee  shall  have the power to retain  outside
          counsel and/or advisors, including a public accounting firm other than




                                      A-3


          the  current   independent   auditor,  if  in  its  judgment  that  is
          appropriate,  and shall have  appropriate  funding to compensate  such
          advisors.

     31.  Discuss  financial  information  and  earnings  guidance  provided  to
          analysts and rating agencies.

     32.  Establish  a  standard   of  conduct   concerning   relationships   of
          management,  the  Committee,  and  individual  Board  members with the
          independent  auditors  and  review  those  relationships  on an annual
          basis.

     33.  Evaluate annually the performance of the Audit Committee.

     34.  Review and assess the adequacy of this Charter  annually and recommend
          any changes to the Board for approval.




                                       A-4

                                     ANNEX


                                 CRYOLIFE, INC.
               PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                 FOR USE AT THE ANNUAL MEETING ON JUNE 19, 2003

     The undersigned  shareholder hereby appoints STEVEN G. ANDERSON and SUZANNE
K. GABBERT,  or any of them,  with full power of  substitution,  to act as proxy
for,  and to vote the  stock  of,  the  undersigned  at the  Annual  Meeting  of
Shareholders of CRYOLIFE, INC. to be held on June 19, 2003, and any adjournments
thereof.

     The  undersigned  acknowledges  receipt of Notice of the Annual Meeting and
Proxy  Statement,  each  dated  April 30,  2003,  and grants  authority  to said
proxies,  or their substitutes,  and ratifies and confirms all that said proxies
may lawfully do in the  undersigned's  name,  place and stead.  The  undersigned
instructs said proxies to vote as indicated below and on the reverse hereof.

     |X|  Please mark your votes
          as in this example.



                                                                                              

                     FOR election of the             REFRAIN FROM
                   individuals set forth at       VOTING FOR election
                  right (except as marked to    of the nominees set forth
                          the contrary)                 at right

1. ELECTION OF                |_|                        |_|                    Nominees:
   DIRECTORS
                                                                                Steven G. Anderson
                                                                                                          THE PROXIES SHALL VOTE AS
                                                                                John M. Cook              SPECIFIED ABOVE, OR IF NO
                                                                                                          DIRECTION IS MADE, THIS
(INSTRUCTIONS:  To withhold authority                                           Ronald C. Elkins, M.D.    PROXY WILL BE VOTED FOR
to vote for any individual nominee(s), write                                                              EACH OF THE LISTED
those persons' names on the space provided                                      Virginia C. Lacy          NOMINEES.
below):
                                                                                Ronald D. McCall, Esq.
------------------------------------------
                                                                                Bruce J. Van Dyne, M.D   PLEASE VOTE, SIGN, DATE
                                                                                                         AND RETURN THIS PROXY
                                                                                                         CARD PROMPTLY USING THE
                                                                                                         ENCLOSED ENVELOPE.


2. Upon such other matters as may properly come before the meeting.


                                                                                    

Signature_________________________  Date__________________  Signature______________________  Date_______________



NOTE:(Shareholders  should sign exactly as name appears on stock.  When there is
     more than one owner each should sign. Executors,  Administrators,  Trustees
     and others signing in a representative capacity should so indicate.)

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

                                ADMISSION TICKET

                                 [CRYOLIFE LOGO]


                       2003 ANNUAL MEETING OF STOCKHOLDERS


           NON-TRANSFERABLE       June 19, 2003      NON-TRANSFERABLE
                                    10:00 a.m.
                                  CryoLife, Inc.
                             1655 Roberts Blvd. N.W.
                             Kennesaw, Georgia 30144
--------------------------------------------------------------------------------


                                       24


                 PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED

                Please date and sign your proxy card and mail it
                            back as soon as possible!


                        Annual Meeting of Shareholders of
                                 CRYOLIFE, INC.

                                  June 19, 2003

                                       at

                                 CRYOLIFE, INC.

                           1655 ROBERTS BOULEVARD, NW

                             KENNESAW, GEORGIA 30144

                                    10:00 A.M.



                                       25