8-K/A

                       SECURITIES AND EXCHANGE COMMISSION


                              Washington D.C. 20549


                                   FORM 8-K/A
                                 AMENDMENT NO. 1

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


          Date of Report (Date of earliest event reported) May 27, 1999


                                 CRYOLIFE, INC.

               (Exact name of registrant as specified in charter)



Florida                          021104                      59-2417093
- ---------------                 -------------                -------------------
(State or other                 (Commission                  (IRS Employer
jurisdiction of                 File Number)                 Identification No.)
incorporation)



1655 Roberts Boulevard, N.W., Kennesaw, Georgia                       30144
- -------------------------------------------------                    -----------
(Address of principal executive offices)                              (Zip Code)



Registrant's telephone number including area code     (770) 419-3355
                                                      --------------



(Former name or former address, if changed since last report)  Not applicable
                                                               -----------------



ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

Effective May 27, 1999, at the recommendation of the Audit Committee,  the Board
of Directors of Registrant engaged the accounting firm of Arthur Andersen LLP as
independent  auditors for the Registrant.  Arthur Andersen LLP replaces the firm
of Ernst & Young LLP, whose  engagement  was terminated  (upon the expiration of
their  engagement)  by  Registrant's  Board  of  Directors,  also  based  on the
recommendation  of the Audit  Committee,  effective as of May 27, 1999.  Ernst &
Young LLP was notified of the termination on June 1, 1999.

Neither  the  Registrant  nor anyone  engaged on its behalf has  consulted  with
Arthur  Andersen  LLP since the  beginning  of  Registrant's  fiscal  year ended
December  31, 1997 with  regard to (i) either:  the  application  of  accounting
principles to a specified transaction, either completed or proposed; or the type
of  audit  opinion  that  might  be  rendered  on  the  Registrant's   financial
statements,  which Arthur  Andersen LLP has  concluded  was an important  factor
considered  by the  Registrant  in  reaching  a decision  as to the  accounting,
auditing,  or financial  reporting issue; or (ii) any matter that was either the
subject of a disagreement  (as defined in Item  304(a)(1)(iv) of Regulation S-K)
or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K.

There  were no  disagreements  between  Registrant  and  Ernst  &  Young  LLP in
connection  with the audits of the two most recent  fiscal years ended  December
31, 1998, and the subsequent  interim period through May 27, 1999, on any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing  scope or  procedures,  which  disagreements  if not  resolved to their
satisfaction would have caused Ernst & Young LLP to make reference in connection
with their reports to the subject matter of the  disagreement.  In addition,  no
events of the type  referenced in paragraphs (a) (1) (v) (A) through (D) of Item
304 of Regulation S-K occurred  within the  Registrant's  two most recent fiscal
years or within the subsequent interim period through May 27, 1999.

The audit reports of Ernst & Young LLP on the consolidated  financial statements
of Registrant  as of and for the years ended  December 31, 1998 and 1997 did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles.

Registrant has requested Ernst & Young LLP to furnish  Registrant with a letter,
addressed to the Commission, stating whether they agree with the statements made
by Registrant herein. On June 8, 1999,  Registrant  received a letter of Ernst &
Young LLP dated June 7, 1999, a copy of which is attached hereto as Exhibit 16.





ITEM 7. EXHIBITS.

          16* Letter re Change in Certifying Accountant
_________________
* Filed herewith

                                   SIGNATURES


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

                                 CRYOLIFE, INC.



                                 By: /s/ EDWIN B. CORDELL, JR.
                                     ------------------------------------------
                                     Edwin B. Cordell, Jr.
                                     Vice President and Chief Financial Officer

Date:  June 9, 1999


849933v1

                                  EXHIBIT INDEX



Exhibit No.                   Exhibit                       Sequential Page No.
- --------------                ----------------------        --------------------

16*                           Letter re Change in
                              Certifying Accountant

_________________
* Filed herewith

EX-16

                         [Ernst & Young LLP letterhead]







June 7, 1999



Securities and Exchange Commission
450 Fifth Street
Washington, D.C.  20549

Gentlemen:

We have read Item 4 of Form 8-K dated June 4, 1999 of CryoLife,  Inc. and are in
agreement  with the  statements  contained  in the third and  fourth  paragraphs
therein.  We have no basis to agree or  disagree  with other  statements  of the
registrant contained therein.


                                           /s/ Ernst & Young LLP
                                           Ernst & Young LLP