SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): February 26, 2004


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


                                     Florida
                 (State or other jurisdiction of incorporation)


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


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


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


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









ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (a) Financial Statements.

         Not applicable.

     (b) Pro Forma Financial Information.

         Not applicable.

     (c) Exhibits.

         Exhibit Number              Description

         99.1                        Press Release dated February 26, 2004


ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The information  provided  pursuant to this Item 12 is to be considered  "filed"
under the Securities  Exchange Act of 1934 ("Exchange  Act") and incorporated by
reference into those filings of CryoLife, Inc. ("CryoLife") that provide for the
incorporation  of all reports and documents filed by CryoLife under the Exchange
Act.

On February 26, 2004, CryoLife issued a press release announcing its results for
the quarter ended December 31, 2003.  CryoLife hereby  incorporates by reference
herein the information set forth in its Press Release dated February 26, 2004, a
copy of which is attached hereto as Exhibit 99.1.  Except as otherwise  provided
in the press release, the press release speaks only as of the date of such press
release and such press release shall not create any implication that the affairs
of CryoLife have continued unchanged since such date.

Except for the historical  information  contained in this report, the statements
made  by  CryoLife  are  forward-looking   statements  that  involve  risks  and
uncertainties. All such statements are subject to the safe harbor created by the
Private  Securities  Litigation Reform Act of 1995.  CryoLife's future financial
performance could differ  significantly  from the expectations of management and
from results expressed or implied in the Press Releases. For further information
on  other  risk  factors,  please  refer  to the  "Risk  Factors"  contained  in
CryoLife's  Form 10-K/A for the year ended  December 31, 2002, as filed with the
Securities and Exchange Commission. CryoLife disclaims any obligation or duty to
update or modify these forward-looking statements.



                                       2



                                   SIGNATURES

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

                                      CRYOLIFE, INC.



Date:  February 26, 2004              By:  /s/ D. Ashley Lee
                                          ------------------------------------
                                          Name:  D. Ashley Lee
                                          Title: Vice President, Chief Financial
                                                 Officer and Treasurer




                                       3



                                  EXHIBIT INDEX



Exhibit Number       Description                                          Page

99.1                 Press Release dated February 2004                      5





                                       4