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

                              _____________________

                                   FORM 8-A/A
                                 AMENDMENT NO. 1

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR 12(G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                              _____________________

                                 CRYOLIFE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                FLORIDA                                   59-2417093
(STATE OF INCORPORATION OR ORGANIZATION)    (I.R.S. EMPLOYER IDENTIFICATION NO.)

    STEVEN G. ANDERSON, PRESIDENT,
       CHIEF EXECUTIVE OFFICER
      1655 ROBERTS BOULEVARD, NW
         KENNESAW, GEORGIA                               30144

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)


If  this   form   relates   to  the         If  this   Form   relates   to  the
registration    of   a   class   of         registration    of   a   class   of
securities   pursuant   to  Section         securities   pursuant   to  Section
12(b)  of the  Exchange  Act and is         12(g)  of the  Exchange  Act and is
effective   pursuant   to   General         effective   pursuant   to   General
Instruction A.(c), please check the         Instruction A.(d), please check the
following box. [x]                          following box. [ ]

Securities Act registration statement file number to which this form relates (IF
APPLICABLE) N/A

Securities to be registered pursuant to Section 12(b) of the Act:

       TITLE OF EACH CLASS                   NAME OF EACH EXCHANGE ON WHICH
       TO BE SO REGISTERED                   EACH CLASS IS TO BE REGISTERED
- ---------------------------------------   --------------------------------------
Series A Junior Participating Preferred          New York Stock Exchange
   Stock, $0.01 par value per share


Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE
- --------------------------------------------------------------------------------
                                (TITLE OF CLASS)




ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

The Company has amended and  restated  its Rights  Agreement,  which was entered
into on November 27, 1995, to extend its  expiration  date to November 23, 2015,
and make other changes.  The  instrument of this amendment and  restatement is a
First Amended and Restated Rights Agreement entered into as of November 2, 2005,
with such amendments becoming effective as of 5:00 p.m. Eastern Standard Time on
November  23,  2005 (as the same may be amended  from time to time,  the "Rights
Agreement")  between the Company and American Stock Transfer & Trust Company, as
Rights Agent.

     The following summarizes the principal terms of the Rights Agreement and is
qualified in its entirety by reference to the detailed  terms and  conditions of
the Rights  Agreement,  a copy of which is attached hereto as Exhibit 4.1 and is
incorporated  herein by reference.  Unless the context otherwise  requires,  the
capitalized  terms used below have the  meanings  ascribed to them in the Rights
Agreement.

     Each share of Common Stock, par value $.01 per share (the "Common Shares"),
outstanding  on December 11, 1995 (the "First  Record  Date") is entitled to one
right (a "Right"),  as defined in and subject to the terms and conditions of the
Rights  Agreement.  Under the Rights  Agreement,  a Right entitles the holder to
purchase  from the  Company  one  one-hundredth  of a share  of  Series A Junior
Participating Preferred Stock, par value $.01 per Share (the "Preferred Shares")
at a price of $33.33 per one  one-hundredth  of a Preferred Share (the "Purchase
Price"),  subject  to  adjustment.  Each  share of  Common  Stock  that  becomes
outstanding after the First Record Date is also entitled to a Right,  subject to
the terms of the Rights Agreement.

     Each share of 6% Convertible Preferred Stock, par value $.01 per share (the
"Convertible  Shares") of the  Company  outstanding  on  November  23, 2005 (the
"Second Record  Date"),  is entitled to one Right for each share of Common Stock
into which the Convertible  Share is convertible as of the Distribution Date (as
defined in the Rights  Agreement),  subject to the terms and  conditions  of the
Rights  Agreement.  Each Convertible  Share that becomes  outstanding  after the
Second  Record  Date is also  entitled  to a Right,  subject to the terms of the
Rights Agreement.  The Common Shares and Convertible Shares that are entitled to
receive Rights under the Rights Agreement are referred to as Eligible Shares.

     The Rights are evidenced by the  certificates for Eligible Shares until the
earlier of (i) 10 business days following a public announcement that a person or
group  of  affiliated  or  associated  persons  (with  certain  exceptions,   an
"Acquiring  Person")  have acquired  beneficial  ownership of 15% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors  prior to such time as any person
or group of  affiliated  persons  becomes an  Acquiring  Person)  following  the
commencement  of, or  announcement  of an  intention  to make, a tender offer or
exchange  offer  the  consummation  of  which  would  result  in the  beneficial
ownership by a person or group of 15% or more of the  outstanding  Common Shares
(the earlier of such dates being called the "Distribution Date").

     Until the Distribution Date (or earlier redemption,  exchange or expiration
of the Rights),  the Rights will be transferred  with and only with the Eligible
Shares.

     The Rights  entitle  holders to acquire  company  securities  under defined
circumstances  after the  Distribution  Date.  Rights  beneficially  owned by an
Acquiring Person (and its Affiliates, Associates, and transferees (collectively,
the  "Acquiring  Persons")),  however,  become void from and after the time such
persons  become  Acquiring  Persons,   and  Acquiring  Persons  have  no  rights
whatsoever  under the Rights  Agreement.  The  benefits  of the  Rights  held by
shareholders  that are not  Acquiring  Persons  and that are not so  voided  are
described  below. All references to Rights that follow refer only to Rights held
by persons who are not Acquiring Persons.

     As  soon  as  practicable   following  the  Distribution   Date,   separate
certificates  evidencing  the Rights  ("Right  Certificates")  will be mailed to
holders  of record of the  Eligible  Shares as of the close of  business  on the
Distribution  Date and such separate Right  Certificates  will thereafter  alone
evidence the Rights.  The Rights are not exercisable until the Distribution Date
and expire on November 23, 2015 (the "Final Expiration Date"),  unless the Final



Expiration  Date is  advanced  or  extended  or unless the  Rights  are  earlier
redeemed or exchanged by the Company,  in each case, as described below. Until a
Right is exercised, the Right confers no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends.

     The  Rights  entitle  holders  to  purchase  Preferred  Shares  in  certain
circumstances. The Purchase Price payable, and the number of Preferred Shares or
other securities or property  issuable,  upon exercise of the Rights are subject
to adjustment from time to time to prevent  dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or  warrants  to  subscribe  for or  purchase  Preferred  Shares at a price,  or
securities  convertible into Preferred Shares with a conversion price, less than
the  then-current  market  price  of the  Preferred  Shares  or  (iii)  upon the
distribution to holders of the Preferred  Shares of evidences of indebtedness or
assets  (excluding  regular  periodic  cash  dividends or  dividends  payable in
Preferred  Shares)  or of  subscription  rights or  warrants  (other  than those
referred  to  above).  The  number of  outstanding  Rights and the number of one
one-hundredth of a Preferred Share issuable upon exercise of each Right are also
subject to  adjustment  in the event of a stock  dividend  on the Common  Shares
payable in Common Shares or subdivisions,  consolidations or combinations of the
Common Shares occurring, in any such case, prior to the Distribution Date.

     Preferred  Shares  purchasable  upon  exercise  of the  Rights  will not be
redeemable.  Each Preferred Share will be entitled, when, as and if declared, to
a minimum preferential quarterly dividend payment of $1.00 per share but will be
entitled to an aggregate  dividend of 100 times the dividend declared per Common
Share. In the event of liquidation,  the holders of the Preferred Shares will be
entitled to a minimum  preferential  liquidation  payment of $1.00 per share but
will be  entitled  to an  aggregate  payment of 100 times the  payment  made per
Common Share. Each Preferred Share will have 100 votes, voting together with the
Common  Shares.  Finally,  in the event of any  merger,  consolidation  or other
transaction in which Common Shares are exchanged,  each Preferred  Share will be
entitled to receive 100 times the amount received per Common Share. These rights
are protected by customary antidilution provisions.

     Because of the nature of the Preferred  Shares,  dividend,  liquidation and
voting rights, the value of the one one-hundredth  interest in a Preferred Share
purchasable  upon  exercise of each Right  should  approximate  the value of one
Common Share. In the event that any person or group becomes an Acquiring Person,
each holder of a Right will have the right to receive upon  exercise of a Right,
and in lieu of Preferred  Shares,  that number of Common  Shares having a market
value of two times the exercise price of the Right.

     In the event that, after a person or group has become an Acquiring  Person,
the Company is acquired in a merger or other business combination transaction or
50% or more of its  consolidated  assets  or  earning  power  are  sold,  proper
provision will be made so that each holder of a Right will  thereafter  have the
right to receive,  upon the exercise of a Right and in lieu of Preferred  Shares
or Common  Shares of the  Company,  that number of shares of common stock of the
person with whom the Company has engaged in the  foregoing  transaction  (or its
parent)  that at the time of such  transaction  will have a market  value of two
times the exercise price of the Right.

     At any time after any person or group becomes an Acquiring Person and prior
to the  acquisition  by any  person  or group of 50% or more of the  outstanding
Common Shares, the Board of Directors of the Company may exchange the Rights, in
whole or in part,  at an exchange  ratio of one Common  Share,  or a  fractional
share of  Preferred  Shares  (or  other  preferred  stock)  equivalent  in value
thereto, per Right (subject to adjustment).

     With  certain  exceptions,  no  adjustment  in the  Purchase  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such Purchase Price. No fractional  Preferred  Shares will be issued (other than
fractions  which are  integral  multiples  of one  one-hundredth  of a Preferred
Share,  which may, at the  election of the Company,  be evidenced by  depository
receipts) and in lieu  thereof,  an adjustment in cash will be made based on the
current market price of the Preferred Shares or the Common Shares.

     At any time prior to the time an Acquiring  Person  becomes such, the Board
of Directors of the Company may redeem the Rights in whole,  but not in part, at
a price of $.001 per Right (the "Redemption  Price")  payable,  at the option of
the Company,  in cash,  Common Shares or such other form of consideration as the



Board of Directors of the Company shall determine.  The redemption of the Rights
may be made  effective  at such time on such basis with such  conditions  as the
Board of Directors in its sole  discretion may establish.  Immediately  upon any
redemption  of the Rights,  the right to exercise the Rights will  terminate and
the only right of the holders of Rights will be to receive the Redemption Price.

     The Company may amend the Rights Agreement in any manner,  provided,  after
(a) such time as a person  or group  becomes  an  Acquiring  Person,  or (b) the
Distribution  Date,  whichever is earlier,  the Company may not amend the Rights
Agreement in any manner that  adversely  affects the interests of the holders of
the Rights (other than the  interests of an Acquiring  Person or an Affiliate or
Associate of an Acquiring Person).

ITEM 2. EXHIBITS

     The following  exhibits are filed or incorporated by reference as a part of
this Registration Statement:

 EXHIBIT
   NO.         DESCRIPTION
- ---------      -----------

   3.1         Restated Articles of Incorporation of the Registrant, as amended.
               (Incorporated  by  reference  to Exhibit 3.1 to Form 10-Q for the
               quarter ended March 31, 2003.)

   3.2         ByLaws of the Registrant, as amended.  (Incorporated by reference
               to Exhibit 3.2 to the  Registrant's Quarterly Report on Form 10-Q
               for the quarter ended September 30, 2005.)

   3.3         Articles of  Amendment to the  Articles of  Incorporation  of the
               Registrant.  (Incorporated  by  reference  to Exhibit  3.3 to the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 2000.)

   3.4         Articles  of   Amendment   to  Articles   Incorporation   of  the
               Registrant.  (Incorporated by reference to Exhibit 3.4 filed with
               the  Registrant's  Registration  Statement  on Form 8-A  filed on
               March 15, 2005.)

   3.5         Articles  of   Amendment   to  Articles   Incorporation   of  the
               Registrant.  (Incorporated  by  reference  to Exhibit  3.1 to the
               Registrant's Current Report on Form 8-K filed November 3, 2005.)

   4.1         First Amended and Restated Rights Agreement, dated as of November
               2, 2005,  between  CryoLife,  Inc. and American  Stock Transfer &
               Trust  Company,  which includes the Form of Articles of Amendment
               to Amended and Restated  Articles of  Incorporation  of CryoLife,
               Inc. at Exhibit A, the Form of Right Certificate at Exhibit B and
               the Summary of Rights to Purchase  Preferred Shares as Exhibit C.
               (Incorporated  by  reference  to Exhibit 4.1 to the  Registrant's
               Current Report on Form 8-K filed November 3, 2005.)



                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                        CRYOLIFE, INC.

                                        By:  /s/ Steven G. Anderson
                                            ------------------------------------
                                                      STEVEN G. ANDERSON
                                            CHAIRMAN AND CHIEF EXECUTIVE OFFICER


Dated: November 3, 2005