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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): FEBRUARY 8, 2005

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

                                 CRYOLIFE, INC.
             (Exact name of registrant as specified in its charter)
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           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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SECTION 1 REGISTRANT'S BUSINESS AND OPERATIONS.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE CONTRACT.

On February 8, 2005,  CryoLife,  Inc.  (the  "Company"  or  "CryoLife")  and its
subsidiaries entered into a new credit agreement with Wells Fargo Foothill, Inc.
as lender.  The  agreement is  described  in Item 2.03 of this report,  which is
incorporated herein by reference.

SECTION 2 FINANCIAL INFORMATION.
ITEM 2.03.  CREATION OF A DIRECT FINANCIAL  OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On February 8, 2005,  CryoLife  and its  subsidiaries  entered into a new credit
agreement  with Wells  Fargo  Foothill,  Inc.  as lender.  The credit  agreement
provides for a revolving  credit  facility in an  aggregate  amount equal to the
lesser of $15.0 million  (including a letter of credit  subfacility  of up to an
aggregate of $2 million) or a borrowing base  determined in accordance  with the
terms of the  credit  agreement.  Generally,  the  borrowing  base is 20% of the
appraised  value of the business of CryoLife,  reduced by the lender's  reserves
for credit exposure  associated with other bank products  provided by the lender
to CryoLife.  The maximum loan amount of $15.0 million was available at closing.
The credit agreement  expires on February 7, 2008, at which time the outstanding
principal balance will be due.

Amounts borrowed under the credit facility are secured by  substantially  all of
the tangible and intangible assets of CryoLife and its subsidiaries. On February
8, 2005,  CryoLife  borrowed  approximately  $265,000 of the $15.0  million then
available,  and used such borrowings to pay certain expenses of the transaction,
including the lender's  closing fees.  CryoLife is also required  under the loan
documents  to pay the lender an annual fee and an unused  line of credit fee. In
addition,  CryoLife  must  pay a  letter  of  credit  fee  of 2%  per  annum  on
outstanding letters of credit.  Interest and fees under the facility are payable
on a monthly basis.

Subject to the terms and conditions of the credit  agreement,  amounts  borrowed
under the revolving  credit  facility bear interest at a per annum rate equal to
the rate of interest  announced from time to time by Wells Fargo Bank,  National
Association,  as its "prime rate" plus 1%. Amounts  borrowed under the revolving
credit  facility  generally may be repaid and  reborrowed at any time during the
term of the credit agreement.

The credit  agreement  includes  various  affirmative  and  negative  covenants,
including financial covenants such as a requirement that CryoLife have a minimum
aggregate amount of cash, cash  equivalents and borrowing  capacity or achieve a
minimum  EBITDA  on a  quarterly  basis.  The  credit  agreement  also  includes
customary  conditions  on incurring new  indebtedness  and  limitations  on cash
dividends.  Cash dividends on preferred stock may be paid so long as the Company
maintains at least $7.5 million,  in the aggregate,  of cash, cash  equivalents,
and borrowing  capacity.  There is no restriction on the payment of dividends in
the form of common stock. Payments under the credit agreement may be accelerated
upon the occurrence of an event of default,  as defined in the credit agreement,
that is not otherwise waived or cured.

This description of the credit agreement is not complete and is qualified in its
entirety by the actual terms of the agreement,  a copy of which will be filed as
an  exhibit  to the  Company's  Annual  Report on Form  10-K for the year  ended
December 31, 2004.

                                       2



                                   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:  February 11, 2005              By:  /s/ D.A. Lee
                                          --------------------------------------
                                      Name:   D. Ashley Lee
                                      Title:  Executive  Vice  President,  Chief
                                              Operating  Officer and Chief
                                              Financial Officer