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                                 CRYOLIFE, INC.
                (Name of Registrant as Specified In Its Charter)

                                       N/A
     -----------------------------------------------------------------------
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                                  May 12, 2003

Dear CryoLife Shareholder:

I am pleased to report to you that CryoLife's progress and first quarter results
were in line with management's expectations.  The Company's business performance
is improving in several key areas.  During the first  quarter,  BioGlue(R),  our
surgical  adhesive,  achieved  continued,  strong sales  growth.  There was good
revenue  growth  in  human  tissues  that  are  used  in  cardiac  and  vascular
reconstruction  surgeries in the first quarter 2003  compared to fourth  quarter
2002.  Renewed  confidence in CryoLife by tissue  procurement  organizations was
evident  as  the  number  of  human  heart  donors  and   vascular   donors  was
significantly higher in April compared to the first quarter monthly averages.

This letter will provide you with further  details on these  important  positive
developments,  as well as an update on our  regulatory  issues with the FDA, our
international business, and certain BioGlue research and development projects.

Overview of Financial Results
-----------------------------

Revenues for first quarter 2003 were $15.9 million  compared to $25.5 million in
first quarter 2002 and $12.2 million in the fourth quarter of 2002.  This was an
increase  of 31%  compared  to the fourth  quarter  of 2002.  Net loss for first
quarter  2003 was  $434,000  compared  to net  income of $3.1  million  in first
quarter 2002. On a fully diluted basis,  loss per common share for first quarter
2003 was $0.02  compared to net income per share of $0.16 for the same period in
2002.  Total  revenues of $15.1  million,  excluding a favorable  adjustment  to
estimated  tissue recall returns of $848,000,  increased 24%,  compared to $12.2
million  in the fourth  quarter of 2002.  In first  quarter  2003,  there was an
estimated $2.3 million that was not included in the cost of tissue  preservation
services  because it related to tissues  shipped  during the  quarter  that were
written-down in prior periods. If not for these two items, the fully diluted pro
forma net loss per share would have been $0.12.*

BioGlue, an Innovative Surgical Adhesive
----------------------------------------

We  are  pleased  with  the  strong  performance  of  BioGlue  in the  U.S.  and
internationally. BioGlue revenues were $6.5 million in the first quarter, up 33%
as  compared  to the first  quarter of 2002 and 16% over the  fourth  quarter of
2002.

*The  effect of these two items of $0.10  per share is  calculated  as  follows:
$848,000 (adjustment to estimated tissue recalls) plus $2.3 million (amount that
would have been included in cost of preservation services had tissue shipped not
previously been written-down) less tax effect of $1.1 million divided by diluted
weighted average shares outstanding of 19,634,000.  This information is included
to provide information comparable to prior periods.




BioGlue is an innovative  surgical adhesive that is approved in the U.S. for use
in adult  patients  as an  adjunct to  standard  methods,  such as  sutures  and
staples,  to control  bleeding in open surgical  repair of large vessels.  It is
approved in the European  Community and Canada as an adjunct to surgical  repair
for  soft   tissues   such  as   vascular,   cardiac,   dura,   pulmonary,   and
gastrointestinal.

BioGlue,  a simple,  easy-to-use,  unique  product,  is available in  pre-filled
cartridges that require no heating,  refrigeration,  or reconstitution  prior to
being used.  It begins to  polymerize  in 20 to 30 seconds,  when applied by the
surgeon, and reaches full bonding strength within two minutes.

BioGlue  broadens  our  revenue  and  customer  base.  It is  utilized  by  many
cardiovascular  surgeons who routinely implant CryoLife processed human tissues,
and is being accepted by surgeons who implant other cardiovascular  devices. Our
technical  representatives  have  effectively  leveraged the synergy between our
human  cardiovascular  tissues and our medical  device  business.  We expect the
strong  performance of BioGlue to continue,  with full-year 2003 sales of $26-27
million, a 25% increase over last year.

Update on BioGlue R&D Projects
------------------------------

We have scheduled an Investigational  Device Exemption (IDE) filing with the FDA
to begin clinical  trials for the use of BioGlue in the sealing of dura mater in
cranial and spinal surgery for fourth quarter 2003. Management believes that the
2006 market for a dura sealant in the U.S.  will  approach $63 million.  This is
based on a total  of  193,000  projected  cranial  and  spinal  procedures  that
potentially could include the use of BioGlue.

At the  International  Intradiscal  Therapy  Society meeting in Chicago on April
2-6, two papers were  presented on the use of BioDisc,  a protein  hydrogel,  in
spinal  disc  replacement.  The two  presenters  were Dr.  Philip  Benton,  past
President of the Society,  and Dr. Umit Yuksel of CryoLife's  staff.  The papers
were  titled,  "Use  of  a  Polymerized  Protein  Hydrogel  for  Post-Discectomy
Augmentation"  and "Restoration of the  Biomechanical  Properties of Calf Spinal
Discs Using BioDisc - a Protein Hydrogel Nucleus  Pulposus  Replacement."  Plans
for a CE Mark  submission for a spinal disc nucleus  replacement are ongoing and
currently scheduled for first quarter 2004. The IDE submission for a spinal disc
nucleus replacement is scheduled for second quarter 2004.

There are approximately 349,000 spinal procedures performed annually in the U.S.
that may potentially  include the use of BioDisc.  Based on this large number of
procedures,  we believe there is a potential annual market of about $150 million
for BioDisc.

Regulatory Affairs Update
-------------------------

As   previously   announced,   the  FDA  completed  an  inspection  of  CryoLife
headquarters  facility on February 14, 2003. Most of the Form #483  Observations
from the April 2002  inspection  were corrected as of that date. A new Form #483
Notice of Observations was issued to the Company.  The Company  responded to the
February Form #483 on March 25th. We are engaged in ongoing discussions with the
FDA.

                                       2


We are  also in  discussions  with the FDA  regarding  the  reclassification  of
certain SynerGraft-processed human heart valves and vascular grafts. The FDA has
advised the Company that its  SynerGraft  heart valves and CryoVein  grafts used
for  AV  access  will  be  regulated  as  medical  devices.  The  Company  is in
discussions  with the FDA  about  the type of  clearances  necessary  for  these
products.  The Company is not processing tissues using the SynerGraft process at
this time.

International Sales Update
--------------------------

International  sales  continue to show good  progress  this year.  International
BioGlue  sales were up 43% during the first  quarter 2003  compared to the first
quarter 2002.  The primary  reasons for the increase were the  conversion of the
U.K. sales force to a direct sales force, seven additional  marketing approvals,
an expanded approval for BioGlue that was CE marked in January 2002 and approved
in Canada in February  2003,  as well as several  presentations  of our clinical
data given throughout the year at various meetings.

Sales of the O'Brien  porcine  stentless  heart valve are up 68% over last year.
Portions of the  manufacturing  process for this valve have been moved  overseas
with the final steps being  completed  here at our facility in Georgia.  We have
been able to realize  substantial  cost savings with this  decision  that should
convert into improved profitability for this product line.

The Model 100 SynerGraft  vascular graft, made from a bovine ureter for arterial
vascular access, continues to be well accepted in Europe. More than 80 of the SG
Model 100 grafts have been implanted in Europe.  At the vascular  access surgery
meeting in Lisbon,  Portugal, on May 21-23, Mr. Chris Darby of The John Radcliff
Hospital,  Oxford, England will present a series of twelve patients many of whom
have had the SG Model 100 implanted  over one year.  Mr. Kamal Abusin,  of Queen
Alexander  Hospital,  Portsmouth,  England will present a poster on ten patients
who have SG Model 100 implants.

Positive Trend in Human Tissue Processing
-----------------------------------------

Tissue  processing  revenues in the first quarter of 2003 were $9.1 million,  as
reported,  and $8.3 million excluding a favorable adjustment to estimated tissue
recall  returns of $848,000,  as compared to $6.3 million in the fourth  quarter
2002.  Tissue processing  revenues,  as reported,  increased 45%.  Excluding the
adjustment  to  recall  returns,  the  increase  was 31% in first  quarter  2003
compared to the fourth quarter 2002.

Cardiac revenues,  as reported,  were $4.7 million for the first quarter, up 44%
over the  fourth  quarter  of 2002.  Cardiac  revenues,  excluding  a  favorable
adjustment  to  estimated  tissue  recall  returns of $92,000  were $4.6 million
compared to $3.3  million for the fourth  quarter  2002,  achieving  significant
growth of 41% in sequential quarterly revenues.

Vascular revenues, as reported,  were $4.3 million for the first quarter, up 46%
over the fourth  quarter  of 2002.  Vascular  revenues,  excluding  a  favorable
adjustment to estimated recall returns of $711,000 were $3.5 million compared to
$2.9  million for the fourth  quarter  2002.  This  represents a 22% increase in
sequential quarterly revenues.

                                       3


Procurement of Tissues from Donors Increased in April
-----------------------------------------------------

Procurement   of  tissues   is   accelerating   nicely  as  tissue   procurement
organizations  have shown their  confidence in CryoLife.  Heart  procurement  in
April was over 300 compared to the first  quarter  2003 monthly  average of 275.
Vein  procurement  for April was over 325 compared to the first quarter  monthly
average of 268.

Please  remember  that it takes  about 6 to 8 weeks for tissue to go through our
diligent  quality  assurance and process  controls before it can be distributed.
Therefore,  the  increases in  procurement  that we had in the first quarter and
that have continued throughout April suggest that we should have a strong second
quarter.  The  summer  months  are  our  busiest  months,  so  the  increase  in
procurement  during April,  where total  tissues  processed  daily  averaged 15%
higher than those  processed on a daily basis in March,  indicates a procurement
trend  that  suggests a strong  third  quarter  as well.  We are now  processing
tissues from about 90% of the tissue banks and organ procurement  groups that we
were working with prior to the recall.

Guidance for Second Quarter and Full-Year
-----------------------------------------

We expect  revenues in the second  quarter of between  $16.2 and $16.8  million.
Human tissue  revenues are  expected to be between  $9.0 and $9.6  million,  and
BioGlue revenues are expected to be between $6.8 and $7.0 million.

Revenues  for  full-year  2003 are  expected to be  approximately  $70  million.
Selling, general, and administrative expenses are expected to be at the high end
of the $42 to $46 million range.

The positive  trends we are  experiencing  in tissue  procurement and processing
revenues,  along with continued  strong growth of BioGlue  revenues,  lead us to
believe that we will meet our business and  financial  objectives  this year. We
are  confident  in the  Company's  outlook  and  its  ability  to  maintain  its
leadership  position  in  processing  human  tissues  implanted  for cardiac and
vascular surgeries.

Annual Meeting
--------------

ATTENDANCE  AT THE ANNUAL  MEETING  WILL BE LIMITED  TO  SHAREHOLDERS  AS OF THE
RECORD DATE, THEIR  AUTHORIZED  PROXY HOLDERS AND GUESTS OF CRYOLIFE.  ADMISSION
WILL BE BY TICKET  ONLY.  IF YOU ARE A REGISTERED  SHAREHOLDER  (YOUR SHARES ARE
HELD IN YOUR NAME) AND PLAN TO ATTEND THE  MEETING,  PLEASE  VOTE YOUR PROXY AND
DETACH YOUR ANNUAL  MEETING TICKET FROM THE BOTTOM PORTION OF THE PROXY CARD. IF
YOU ARE A BENEFICIAL  OWNER (YOUR SHARES ARE HELD IN THE NAME OF A BANK,  BROKER
OR OTHER  HOLDER OF RECORD)  AND PLAN TO ATTEND THE  MEETING,  YOU CAN OBTAIN AN
ADMISSION TICKET IN ADVANCE BY WRITING TO SUZANNE GABBERT,  CRYOLIFE,  INC. 1655
ROBERTS BLVD,  NW,  KENNESAW,  GEORGIA  30144,  770-419-3355.  PLEASE BE SURE TO
ENCLOSE  PROOF  OF  OWNERSHIP  SUCH AS A BANK OR  BROKERAGE  ACCOUNT  STATEMENT.
SHAREHOLDERS  WHO  DO NOT  OBTAIN  TICKETS  IN  ADVANCE  MAY  OBTAIN  THEM  UPON
VERIFICATION  OF OWNERSHIP AT THE  RECEPTION  DESK ON THE DAY OF THE MEETING.  I
LOOK FORWARD TO PERSONALLY  GREETING THOSE  SHAREHOLDERS  WHO ARE ABLE TO ATTEND
OUR ANNUAL MEETING.

                                       4


Thank you for your interest and investment in CryoLife,  a business dedicated to
saving human lives and limbs through human tissue transplantation and innovative
surgical devices.

                                Very truly yours,


                                Steven G. Anderson,
                                President and Chief Executive Officer

Attachment:   Financial Highlights


Statements  made  in this  letter  that  look  forward  in time or that  express
management's  beliefs,  expectations  or hopes  are  forward-looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
These future events may not occur as and when expected, if at all, and, together
with the Company's  business,  are subject to various  risks and  uncertainties.
Such risks and  uncertainties  include that revenues may not meet  expectations,
that the Company may not  commence  distribution  of  orthopaedic  tissue in the
second quarter of 2003, that demand for CryoLife preserved tissues, particularly
orthopaedic  tissues,  may  never  return to prior  levels  and  physicians  and
hospital risk managers may be unwilling to approve the use of  Company-processed
tissues,  the possibility that the FDA could impose  additional  restrictions on
the  Company's  distribution  of  orthopaedic  tissues,  FDA  regulation  of the
Company's CryoValve SG and CryoVein SG or other tissues and products may require
premarketing  approvals  that the  Company  does not have and may not be able to
obtain  without  great time and  expense,  if at all,  the  Company may not have
sufficient borrowing or other capital availability to fund its business over the
long-term,  current and future  litigation may not be resolved within the limits
of the  Company's  insurance  policies or may  otherwise be resolved in a matter
that is materially  adverse to the Company,  the possibility that current severe
decreases in the  Company's  revenues and working  capital  will  continue,  the
possibility  that  CryoLife  will not  satisfactorily  address the  observations
contained  in the most  recent  Form 483 issued by the FDA,  changes in laws and
governmental  regulations applicable to CryoLife and other risk factors detailed
in CryoLife's  Securities and Exchange Commission filings,  including CryoLife's
Form 10-K filing for the year ended December 31, 2002,  and the Company's  other
SEC filings.


                                       5





                                 CRYOLIFE, INC.
                         Unaudited Financial Highlights
                        (In thousands, except share data)

                                                                             
                                                                        Three Months Ended
                                                                              March 31,
                                                                  -----------------------------
                                                                      2003              2002
                                                                  ------------     ------------

Revenues:
   Human tissue preservation services                             $     9,130      $    20,238
   Products                                                             6,599            5,065
   Distribution and grant                                                 191              168
                                                                  ------------     ------------
       Total revenues                                                  15,920           25,471

Costs and expenses:
   Human tissue preservation services                                   2,443            8,063
   Products                                                             1,641            2,235
   General, administrative, and marketing                              11,592            9,478
   Research and development                                               917            1,153
   Interest expense                                                       132              192
   Interest income                                                       (131)            (298)
   Other expense, net                                                     (26)             (56)
                                                                  ------------     ------------
       Total costs and expenses                                        16,568           20,767

   (Loss) earnings before income taxes                                   (648)           4,704
   Income tax (benefit) expense                                          (214)           1,600
                                                                  ------------     ------------
Net (loss) income                                                 $      (434)     $     3,104
                                                                  ============     ============

(Loss) earnings per share:
   Basic                                                          $     (0.02)     $      0.16
                                                                  ============     ============
   Diluted                                                        $     (0.02)     $      0.16
                                                                  ============     ============

Weighted average shares outstanding:
   Basic                                                               19,634           19,096
                                                                  ===========      ============
   Diluted                                                             19,634           19,796
                                                                  ===========      ============

Revenues from:
   Cardiovascular                                                 $     4,725      $     7,307
   Vascular                                                             4,255            7,017
   Orthopaedic                                                            150            5,914
                                                                  ------------     ------------
       Total cryopreservation                                           9,130           20,238
                                                                  ------------     ------------

   BioGlue                                                              6,494            4,873
   Implantable medical devices                                            105              192
   Distribution and grant                                                 191              168
                                                                  ------------     ------------
       Total revenues                                             $    15,920      $    25,471
                                                                  ============     ============

International revenues                                            $     1,710      $     1,662
Domestic revenues                                                      14,210           23,809
                                                                  ------------     ------------
       Total revenues                                             $    15,920      $    25,471
                                                                  ============     ============


                                       6





                                 CRYOLIFE, INC.
                              Financial Highlights
                                 (In thousands)

                                                                     
                                                           Unaudited         Audited
                                                            March 31          Dec. 31
                                                              2003             2002
                                                          -----------      -----------

Cash and cash equivalents
  and marketable securities, at market                    $    20,225      $    24,860
Trade receivables, net                                          7,769            6,930
Other receivables, net                                          9,090           11,824
Deferred preservation costs, net                                7,564            4,332
Inventories                                                     4,703            4,585
Total assets                                                  100,548          106,414
Shareholders' equity                                           79,326           79,800









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