Exhibit 3.3

                          ARTICLES OF AMENDMENT TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                                 CRYOLIFE, INC.


TO:      Department of State
         Tallahassee, Florida  32304

     Pursuant to the  provisions of Section  607.10025 of the Florida  Statutes,
the undersigned  corporation  adopts the following  Articles of Amendment to its
Articles of Incorporation:

     1. The name of the corporation is CRYOLIFE, INC.

     2. The following  amendments of the Articles of Incorporation  were adopted
by the directors of the  corporation  on the 20th day of November,  2000, in the
manner prescribed by the Florida General Corporation Act, Section 607.10025.

     Paragraph  a(1) of Article V of the  Articles  of  Incorporation  is hereby
deleted in its entirety and the following is substituted therefor:

                                    ARTICLE V
                                  Capital Stock

     (A) (1) The number of shares of capital  stock  authorized  to be issued by
this corporation  shall be Seventy-Five  Million  (75,000,000)  shares of common
stock,  each with a par value of One Cent  ($.01) and Five  Million  (5,000,000)
shares of preferred stock, each with a par value of One Cent ($.01).  The shares
of preferred stock may be divided into and issued in series.

     3. The amendment of the Articles of Incorporation does not adversely affect
the rights or preferences  of the holders of outstanding  shares of any class or
series of stock and does not result in the percentage of authorized  shares that
remain unissued after the division exceeding the percentage of authorized shares
that were unissued  before the division.  There is no reduction in the par value
of the Common Stock by reason of the Stock Distribution.

     4. The total number of shares of Common Stock of the corporation  that have
been issued or are outstanding  are 13,381,053.  On December 20, 2000, the Board
of Directors  adopted a Resolution  approving a three for two stock split by way
of a stock  dividend of CryoLife,  Inc.'s  Common Stock $.01 par value  ("Common
Stock")  including shares of Common Stock held in Treasury to be accomplished by
the  issuance on December 27, 2000 of one  additional  share of  authorized  but
unissued  Common  Stock  for  every  two  shares  of  Common  Stock  issued  and
outstanding  on  December  8,  2000.  After the stock  dividend,  there  will be
20,071,579 shares of Common Stock issued and outstanding.

     5. The effective date of the division is December 27, 2000.

     6. This  amendment of the Articles of  Incorporation  is made in connection
with the division of Common Stock and is permitted by Section  607.10025 without
shareholder approval.




     IN WITNESS WHEREOF, the foregoing Articles of Amendment are executed by the
President,  STEVEN G. ANDERSON and attested by RONALD D. MCCALL, as Secretary of
CryoLife, on the 7th day of December, 2000.

WITNESSES:

     /s/  Felicia E. Trott               /s/ Steven G. Anderson
---------------------------------        ---------------------------------------
                                         Steven G. Anderson
                                         President and CEO
     /s/  Janie Brewer                   CryoLife, Inc.
---------------------------------


     /s/  Felicia E. Trott               /s/ Ronald D. McCall
---------------------------------        ---------------------------------------
                                         Ronald D. McCall, Esq.
                                         Secretary
     /s/  Janie Brewer                   CryoLife, Inc.
---------------------------------


                                       2


COUNTY OF COBB
STATE OF GEORGIA

     I HEREBY  CERTIFY  that before me, the  undersigned  authority,  personally
appeared  STEVEN G. ANDERSON,  as President of CRYOLIFE,  INC., to me well known
and who acknowledged  that he executed the foregoing  instrument this 7th day of
December, 2000, for the uses and purposes stated.


                                  /s/ Suzanne K. Gabbert
                                 -----------------------------------
                                 Notary Public

                                 My commission expires:


COUNTY OF COBB
STATE OF GEORGIA

         I HEREBY CERTIFY that before me, the undersigned authority,  personally
appeared RONALD D. MCCALL, as Secretary of CRYOLIFE,  INC., to me well known and
who  acknowledged  that he executed  the  foregoing  instrument  this 7th day of
December, 2000, for the uses and purposes stated.


                                  /s/ Suzanne K. Gabbert
                                 -----------------------------------
                                 Notary Public

                                 My commission expires:




1343964v1