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

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                                    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): SEPTEMBER 5, 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

          -------------------------------------------------------------
          (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 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Employment Agreement with Steven G. Anderson

     On  September  5, 2005,  CryoLife  ("CryoLife"  or the  "Company")  and Mr.
Anderson  entered into an employment  agreement for Mr. Anderson to serve as the
Company's  President,  Chief  Executive  Officer  and  Chairman  of the Board of
Directors,  a copy of which is attached hereto as Exhibit 10.1 and  incorporated
herein by reference.  This new agreement supersedes the previous agreement.  The
material terms of such agreement include the following:

     o    Mr.  Anderson's  agreement  has a term of two years from  September 5,
          2005 (the "Anderson  Effective Date").  His employment  agreement will
          automatically  extend  for an  additional  one year  each  anniversary
          thereafter  unless  either Mr.  Anderson or the Company  elects not to
          extend  the term of the  agreement  by  notifying  the other  party in
          writing  at  least  30 days  prior  to the  first  anniversary  of the
          Anderson Effective Date and each anniversary thereafter.

     o    Mr.  Anderson's  employment  with the Company may be terminated by the
          Company  for Cause,  Good  Reason or  Disability  (as those  terms are
          defined in Mr. Anderson's  employment agreement) or automatically upon
          Mr. Anderson's death.

     o    Mr.  Anderson's  initial  base salary will be $600,000  per year and a
          bonus set by the Compensation Advisory Committee of the CryoLife Board
          of Directors.  The salary and bonus will be subject to a yearly review
          by the Compensation  Advisory  Committee.  Mr. Anderson is entitled to
          participate  in all  compensation  and bonus plans made  available  to
          CryoLife's executive employees.

     o    Mr.  Anderson  is entitled to paid  vacation  in  accordance  with the
          Company's  standard  vacation  policy.  Vacations  not  taken  will be
          cumulative  and carried over to a  subsequent  year.  Upon  employment
          termination,  Mr.  Anderson will be paid at the rate of $2,307 per day
          for accumulated vacation days not taken.

     o    Mr.  Anderson  is  entitled to receive  benefits  under the  Company's
          standard  medical plan and  contributory  401(k) plan and will receive
          life insurance coverage of at least two times base pay.

     o    The Company  will  reimburse  Mr.  Anderson  all  reasonable  expenses
          incurred   by   him   directly   related   to   performance   of   his
          responsibilities and duties for CryoLife.  Reimbursable expenses shall
          also include, with a value of up to 10% of Mr. Anderson's base salary,
          monthly car payments and auto  expenses and dues and business  related
          expenses at specified private clubs.

     o    The Company will pay Mr.  Anderson a retention  payment in addition to
          other  compensation due pursuant to Mr. Anderson's  agreement equal to
          one times the  aggregate  of Mr.  Anderson's  annual  salary and bonus
          compensation for the year in which a change of control occurs.

     o    During the term covered by Mr. Anderson's employment agreement and for
          a  period  of two  years  after  any  termination  of  his  employment
          agreement,  Mr.  Anderson  agrees not to accept any  position as chief
          executive  officer,  president or chief  operating  officer  with,  or
          provide comparable level executive  consultation to any competitors of
          CryoLife.

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     o    Mr. Anderson is entitled to the following termination benefits:

          o    If the Company  terminates Mr.  Anderson's  employment other than
               for  Cause,  Mr.  Anderson  terminates  his  employment  for Good
               Reason, or Mr.  Anderson's  employment is terminated by reason of
               his Disability  then he is entitled to a severance  payment in an
               amount equal to two times the aggregate of Mr.  Anderson's annual
               salary  and  bonus  compensations  for  the  year  in  which  the
               termination   of  employment   occurs  except  in  the  event  of
               retirement  that  occurs  prior to the first  anniversary  of the
               Anderson  Effective  Date.  Such  severance  payment will be paid
               according to a specified installment payment plan.

          o    If Mr.  Anderson's  employment  is  terminated  by  reason of his
               retirement,  he will be entitled to a severance  payment equal to
               one times Mr. Anderson's annual salary and bonus compensation for
               the year in which retirement  occurs but, so long as Mr. Anderson
               remains employed by the Company,  such payment will increase to a
               maximum  of two  times Mr.  Anderson's  annual  salary  and bonus
               compensation.  Such payment will be paid according to a specified
               installment  payment plan. The Company will pay Mr.  Anderson for
               obligations accruing through the date of his termination.

          o    If Mr. Anderson's  employment is terminated due to his death, the
               Company  will  pay  Mr.  Anderson's  legal   representatives  for
               obligations accruing through the date of his termination.

          o    If Mr.  Anderson's  employment is terminated for any reason other
               than Cause,  the Company will  continue to provide  major medical
               benefits to Mr.  Anderson and his wife,  Ann B.  Anderson for the
               duration of their lives subject to a limit of $25,000 per year.

          o    If Mr. Anderson is terminated for Cause, his employment agreement
               shall terminate without further obligations to him other than for
               payment obligations accruing through the date of his termination.


Employment Agreement with Mr. D. Ashley Lee

     On  September 5, 2005,  the Company and Mr. Lee entered into an  employment
agreement for Mr. Lee to serve as the Company's Executive Vice President,  Chief
Operating  Officer,  Chief Financial  Officer and Treasurer,  a copy of which is
attached hereto as Exhibit 10.2 and incorporated  herein by reference.  This new
agreement  supersedes  the  previous  agreement.  The  material  terms  of  such
agreement include the following:

     o    Mr.  Lee's  agreement  has a term of two years from  September 5, 2005
          (the  "Lee   Effective   Date").   His   employment   agreement   will
          automatically  extend for an additional one year unless either Mr. Lee


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          or the Company elects not to extend the term of Mr. Lee's agreement by
          notifying  the other  party in  writing  at least 30 days prior to the
          first anniversary of the Lee Effective Date.

     o    Mr. Lee's employment with the Company may be terminated by the Company
          for Cause,  Good Reason or  Disability  (as those terms are defined in
          Mr. Lee's employment agreement) or automatically upon Mr. Lee's death.

     o    Mr.  Lee's  initial  base salary will be $340,000 per year and a bonus
          set by the  Compensation  Advisory  Committee of the CryoLife Board of
          Directors.  The salary and bonus will be subject to a yearly review by
          the  Compensation   Advisory   Committee.   Mr.  Lee  is  entitled  to
          participate  in all  compensation  and bonus plans made  available  to
          CryoLife's executive employees.

     o    Mr. Lee is entitled to paid vacation in accordance  with the Company's
          standard  vacation policy.  Vacations not taken will be cumulative and
          carried over to a subsequent year.

     o    Mr. Lee is entitled to receive  benefits under the Company's  standard
          medical plan and contributory 401(k) plan.

     o    The Company will reimburse Mr. Lee all reasonable expenses incurred by
          him directly related to performance of his responsibilities and duties
          for CryoLife.

     o    The Company will pay Mr. Lee a retention  payment in addition to other
          compensation  due pursuant to Mr. Lee's  agreement  equal to one times
          the aggregate of Mr. Lee's annual salary and bonus  compensations  for
          the year in which a change of control occurs.

     o    Mr. Lee is entitled to the following termination benefits:

          o    If Mr. Lee is terminated for Good Reason then he is entitled to a
               severance  payment in an amount equal to one times the  aggregate
               of Mr. Lee's annual salary and bonus compensation for the year in
               which the termination of employment occurs.

          o    If Mr.  Lee's  employment  is  terminated  due to his death,  the
               Company will pay Mr. Lee's legal  representatives for obligations
               accruing through the date of his termination.

          o    If  Mr.  Lee's   employment   is  terminated  by  reason  of  his
               Disability, the Company will pay Mr. Lee for obligations accruing
               through the date of his termination.

          o    If Mr.  Lee is  terminated  for Cause or Mr. Lee  terminates  his
               employment  without Good Reason,  his employment  agreement shall
               terminate  without  further  obligations  to him  other  than for
               payment of his salary through the date of termination.



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ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  Financial Statements.

          Not applicable

     (b)  Pro Forma Financial Information.

          Not applicable

     (c)  Exhibits.

         Exhibit Number       Description

               10.1           Form of Employment Agreement dated as of September
                              5, 2005 with Steven G. Anderson

               10.2           Form of Employment Agreement dated as of September
                              5, 2005 with D. Ashley Lee





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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:  September 9, 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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                                  EXHIBIT INDEX



         Exhibit Number       Description

               10.1           Form of Employment Agreement dated as of September
                              5, 2005 with Steven G. Anderson

               10.2           Form of Employment Agreement dated as of September
                              5, 2005 with D. Ashley Lee



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