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

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                                    FORM 8-K
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                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 28, 2005

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

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


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


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

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (770) 419-3355

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

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

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

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

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

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

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

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ITEM 2.02 RESULTS OF OPERATIONS OR FINANCIAL CONDITION

The information  provided pursuant to this Item 2.02 is to be considered "filed"
under the Securities  Exchange Act of 1934 ("Exchange  Act") and incorporated by
reference into those filings of CryoLife,  Inc. (the "Company") that provide for
the  incorporation  of all reports and documents  filed by the Company under the
Exchange Act.

On July 28,  2005,  the Company  announced  that it had reached an  agreement in
principle to settle the lawsuit  described in the press release attached hereto,
and discussed the impact of the settlement on its financial  performance for the
three month periods ended March 31, 2005 and June 30, 2005, and its liquidity. A
copy of the press  release is  included  as an exhibit to this Form 8-K,  and is
incorporated herein by reference.



ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

     (a) Financial Statements.

     (b) Pro Forma Financial Information.

     (c) Exhibits.

         Exhibit Number             Description
         --------------             -----------
         99.1                       Press Release dated July 28, 2005



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                                   SIGNATURES

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

                                           CRYOLIFE, INC.



Date:  July 28, 2005                       By: /s/ D. Ashley Lee
                                               ---------------------------------
                                               Name:  D. Ashley Lee
                                               Title: Executive Vice  President,
                                               Chief  Operating Officer and 
                                               Chief Financial Officer

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