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

                                       N/A
                   ----------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)


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                                                                  April 30, 2002


Dear CryoLife Shareholder:

     I am pleased to report that CryoLife,  Inc.  achieved  record  revenues and
record earnings in the first quarter of 2002.

     Revenues for the three months ended March 31, 2002 were $25.5 million, a 19
percent  increase  over the  previous  record of $21.4  million set in the first
quarter of 2001 and an all time quarterly revenue record for CryoLife,  Inc. Net
income for the quarter was a record of $3.1 million, compared to a net income of
$2.0  million for the first  quarter  ended March 31, 2001.  On a fully  diluted
basis, earnings per common share for the first quarter ended March 31, 2002 were
$0.16,  compared  to $0.10  for the same  period  in 2001.  First  quarter  2001
earnings  were  restated to include a $747,000  operating  charge which  reduced
diluted per share earnings by $0.03.

     Record  revenues and record  earnings  performance  in the first quarter of
2002, as compared to first quarter 2001 results, benefited from across the board
increases  in  all  four  of  the  Company's  major  businesses.  Revenues  from
cardiovascular tissue processing rose 6 percent to $7.3 million, vascular tissue
processing  revenues  rose 9 percent  to $7.0  million  and  orthopaedic  tissue
processing  revenues  rose 13  percent  to $5.9  million.  The  leading  revenue
performer in the first  quarter of 2002, in terms of  percentage  increase,  was
BioGlue(R) surgical adhesive, rising 100 percent to $4.9 million, reflecting the
December  2001  approval  by the Food and Drug  Administration  (FDA) for use of
BioGlue in certain  vascular  repair.

     The  financial  highlights  for the first  quarter  are  attached  for your
review.

BIOGLUE UPDATE

     The increase in BioGlue revenues for the first quarter  represents sales of
105,000 ml, compared to the sales of 76,000 ml recorded in the fourth quarter of
2001.  According  to field  reports,  BioGlue  is being  used  in,  among  other
procedures,  abdominal aortic aneurysms,  endarterectomy  surgeries,  sealing of
suture lines, aortic dissections and aortic root replacements,  repair of aortic
aneurysms,  gluing/sealing  of organs,  sealing  of Dura,  sealing of A-V access
devices, femoral popliteal bypasses, sealing of LVAD cannulas,  prosthetic valve
suture  lines,  sealing of  synthetic  conduit  suture  lines,  gunshot  wounds,
coronary artery anastomoses and Bentall procedures. Prior to the PMA approval by
the FDA of BioGlue in December  2001,  CryoLife had  approximately  600 accounts
using BioGlue in the U.S. Since then the Company has added approximately 170 new
accounts.  Approximately 61% of our BioGlue accounts re-ordered during the first
quarter of this year. The Company  estimates the total U.S.  market that BioGlue
addresses is about $700 million annually.




     Internationally, on February 12, 2002 we announced that BioGlue was awarded
a third CE (product  certification)  Mark  allowing its use in general  surgical
procedures in Europe.  This latest product  certification  in the European Union
extends  application  of BioGlue to include  soft  tissue  repair.  The  Company
believes that, as a result of this additional CE certification,  BioGlue may now
be used in the European Union for most surgical procedures  throughout the human
body. Presently,  BioGlue is approved for cardiac, vascular and pulmonary repair
in 36 countries outside the U. S.

SYNERGRAFT(R) VALVES AND VASCULAR GRAFTS UPDATE

     There have been a total of 37 SynerGraft  porcine tissue based heart valves
implanted in the world since August 1999. Valves have been implanted on both the
right and left side of the heart.  To the Company's  knowledge,  twenty-five  of
these valves remain  implanted.  An analysis of the explanted  valves  indicated
that they were  repopulated  with the  recipient's  own  cells,  similar  to the
results experienced with the animal implants. Implants included both infants and
adults.

     There have been a total of 27  documented  bovine  tissue-based  SynerGraft
vascular grafts  implanted in Europe since November 2001.  However,  the Company
estimates closer to 100 of the SynerGraft vascular grafts have been implanted in
Europe since not all have been  documented  with implant  cards.  These vascular
grafts have been implanted for peripheral vascular reconstruction and A-V access
devices  for  dialysis  patients.  To the  Company's  knowledge,  none have been
removed.

     On the human tissue  allograft  side of the business,  since February 2000,
there have been 987 SynerGraft  processed  allograft  heart valves  implanted in
people throughout North America.  Of these valves,  to the Company's  knowledge,
982  remain  implanted  at this time and five have  been  removed.  Histological
examination  of some of these  valves  indicated  that all valves  examined  had
repopulated with the patient's own cells in vivo.

     Examinations also confirmed that the PRA (Panel Reactive Antibodies) levels
were significantly reduced in the patients that were implanted with a SynerGraft
processed allograft valve.

     Since  January  of 2001,  a total  of 262  SynerGraft  processed  allograft
vascular  grafts have been  implanted in North America as A-V access devices for
dialysis  patients  and for  peripheral  vascular  reconstruction  purposes.  We
believe that all of these grafts remain implanted at this time.

PROCUREMENT UPDATE

     The allograft  preservation  business is dependent  upon  procurement.  The
number of donors  CryoLife  processed was up 43% in the first quarter of 2002 as
compared to the first quarter of 2001. The increase is  attributable  to several
factors, including the Company's formation of new strategic alliances with large
tissue  procurement  groups and the addition of  procurement  liaison staff that
have had an  immediate  impact  in  increasing  procurement  across  the  board.
CryoLife  anticipates  that the significant  procurement  increases in the first
quarter will have a favorable  impact on revenues in the second  quarter,  as it
takes 45 to 90 days to move tissue through CryoLife's processing system.

     April  results to date  indicate  that it will be another  record  month in
revenues.  The Company  estimates that April revenues will be about 25% ahead of
revenues recorded in April 2001.




FULL YEAR AND SECOND QUARTER 2002 GUIDANCE

     We continue to support our previously  issued earnings  guidance of between
$0.74 and $0.80 per fully diluted common share for fiscal year 2002.

o    BioGlue  revenues  are expected to be between $4.9 million and $5.3 million
     for the second quarter.
o    Cardiovascular  tissue  processing  revenues  for the  second  quarter  are
     expected to increase between 8% and 12% over the second quarter of 2001.
o    Vascular tissue processing  revenues for the second quarter are expected to
     increase between 12% and 15% over the second quarter of 2001.
o    Orthopaedic tissue processing  revenues for the second quarter are expected
     to grow between 14% and 20% over the second quarter of 2001.
o    Total  revenues  are expected to be between $26 million and $27 million for
     the second quarter.
o    Gross  margins are  expected  to be between  58.5% and 59.5% for the second
     quarter.
o    General,  administrative  and  marketing  expenses  are  anticipated  to be
     between 36.5 % and 37.5% of revenues for the second quarter.
o    R&D expenses are expected to approximate  between 4.5% and 5.5% of revenues
     in the second quarter of 2002.
o    Earnings  per  share are  expected  to be  between  $0.17 and $0.19 for the
     second quarter.

REGULATORY AFFAIRS UPDATE

     In  response  to  recent  publicity  that may  have  caused  concern  among
shareholders,  tissue donors and recipients  about the safety of preserved human
tissue, CryoLife reiterates the benefits of the availability of human tissue for
transplants,  and the  accomplishments  of the  industry in  providing  safe and
viable solutions in the treatment of various  diseases.  In many cases, the only
viable, life-saving alternative is the availability of preserved human tissue.

     CryoLife continues its ongoing commitment to tissue safety by expanding its
long-standing quality assurance programs,  educational efforts, ongoing training
for our staff and those  involved in the  recovery  process as well as providing
hands-on  training  for  surgeons  and  others  in the  medical  community.  The
incidence of infections occurring with implants of cryopreserved human tissue is
dramatically below that experienced with other implants such as mechanical heart
valves,  pacemakers  or  synthetic  tissue  substitute  implants.  We  intend to
maintain our position as an industry leader in setting the highest  standards in
tissue processing.

     CryoLife  continues to work closely with the CDC and the FDA in relation to
the recent reports of infected  allograft  tissues that were distributed by four
or five  tissue  banks  throughout  the U.S.  The recent  reports  of  allograft
infections  make it appear  that there has been a sudden  appearance  of a large
number of serious infections  associated with implantable human tissues. This is
not true, as reported  infections from implantable tissues have occurred at very
low rates over many  years.  The CDC and the FDA have been aware of these  risks
and reported  infection rates throughout the last decade. I believe this risk is
generally  understood  within the community of implanting  surgeons.  Regulatory
oversight or  certification  may not guarantee  freedom from the  possibility of
infection.



     I would  like to  provide  some  perspective  on  this  situation.  Typical
infection  rates for the  implantation  of  mechanical  orthopaedic  devices are
reported as being between 0.6% and 2.2%. We have previously stated that the rate
of  reported  infection  of  CryoLife  orthopaedic  allografts  is  about  0.2%.
Infections directly  associated with cardiac pacemaker  implantation are said to
be as high as 20 to 25%. Our reported  infection rate for allograft heart valves
is less than 0.16%.  Despite this safety record,  CryoLife is constantly working
to lower these reported rates.

     Since the  implantation  of allografts is usually major surgery,  there are
inherent risks associated with these operations. Patients can and do react badly
to anesthesia, there are errors that occur on the part of health care providers,
and hospitals are common  environments  for  contracting  infections.  Sometimes
patients are non-compliant in taking their post-operative medications.

     The  CDC  and  the  FDA  have  made   reasonable   recommendations   during
investigations  of CryoLife and other tissue banks  regarding  standards for the
testing and handling of tissues, and CryoLife is committed to implementing these
recommendations as quickly as they can be validated.

     CryoLife will continue to cooperate with regulatory agencies to enhance, if
possible,  procedures and testing to help assure that the tissues are as safe as
possible  while  ensuring a continuing  supply.  The Company  will  continue its
extensive  educational  programs that it sponsors for  procurement  agencies and
their personnel.  We will continue to expand our programs for training  hospital
personnel  and  surgeons on the risks  relative to the  benefits of  implantable
human  tissues.  Finally,  CryoLife has initiated a major  research  effort into
potential  methods  of  sterilizing  soft  tissues  in a  manner  that  does not
adversely affect the clinical benefits of implanting allograft tissues.

ANNUAL MEETING OF SHAREHOLDERS

     The 2001 Annual Report and Corporate  Profile Booklet will be mailed to all
shareholders on April 30, 2002, along with proxy solicitation  materials for the
Annual  Meeting of  Shareholders.  The  meeting is  scheduled  to be held at the
CryoLife headquarters facility, located at 1655 Roberts Boulevard, NW, Kennesaw,
Georgia, at 10:00 a.m., on Wednesday, May 29, 2002.

     I look forward to personally  greeting those  shareholders  who are able to
attend and participate in the Annual Meeting.

     Your continued interest in CryoLife operations and progress is appreciated.


Very truly yours,


/s/ Steven G. Anderson
Steven G. Anderson,
President and Chief Executive Officer

Attachment: Financial Highlights



Forward-Looking Statements.  Statements made in this letter that look forward in
time or that  express  management's  beliefs,  expectations  or hopes  regarding
anticipated  operating performance and expenditures during the first quarter and
full year of 2002 and other matters are  forward-looking  statements  within the
meaning of the Private  Securities  Litigation  Reform Act of 1995. These future
events may not occur when expected,  if at all, and are subject to various risks
and uncertainties. Such risks and uncertainties include the Company's dependence
on  cryopreservation  of human tissue,  the possibility that SynerGraft  treated
heart valves will not have the expected long-term functionality, repopulate with
human recipient cells or reduce immune response, that orthopedic tissue revenues
could be adversely  impacted  due to the recent death of a knee surgery  patient
and a recent CDC report,  potential loss of relationships with tissue providers,
that  future  clinical  SynerGraft  or  BioGlue  test  results  will  prove less
encouraging than current results, that SynerGraft,  BioGlue, or other regulatory
submissions  will not be  ready  when  planned  or that  anticipated  regulatory
approvals will not be obtained when expected,  if at all, that surgeons will not
continue  to accept  and use  BioGlue,  competition  from  other  wound  closure
products, that the Company will be unable to find an investor in its proprietary
light-activated   drug  delivery   systems  or  that  such  systems  will  prove
ineffective in oncology applications, that pending legal proceedings against the
Company  will  not  be  resolved  in  its  favor,   the   possibility  of  rapid
technological   change,   uncertainties   regarding   products  in  development,
uncertainties  related to patents  and  protection  of  proprietary  technology,
changes in economic cycles,  competition  from other companies,  changes in laws
and  governmental  regulations  applicable to the Company and other risk factors
detailed in the Company's Securities and Exchange Commission filings,  including
the Company's Form 10-K filing for the year ended December 31, 2001.






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



                                                                                             
                                                                                        Three Months Ended
                                                                                             March 31,
                                                                                  ------------------------------
                                                                                      2002              2001
                                                                                  -------------    -------------
Revenues:
   Human tissue preservation services                                             $    20,238      $    18,566
   Products                                                                             5,065            2,641
   Distribution and grant                                                                 168              225
                                                                                  -----------      -----------
       Total Revenues                                                                  25,471           21,432

Costs and Expenses:
   Human tissue preservation services                                                   8,063            7,673
   Products                                                                             2,235            1,432
   General, administrative and marketing                                                9,478            8,159
   Research and development                                                             1,153            1,086
   Interest expense                                                                       192               --
   Interest income                                                                       (298)            (562)
   Other (income) expense, net                                                            (56)             747
                                                                                  ------------     -----------
       Total Costs and Expenses                                                        20,767           18,535

   Earnings before income taxes                                                         4,704            2,897
   Income tax expense                                                                   1,600              927
                                                                                  -----------      -----------
Net Income                                                                        $     3,104      $     1,970
                                                                                  ===========      ===========

Earnings per share:
   Basic                                                                          $     0.16       $      0.11
                                                                                  ===========      ===========
   Diluted                                                                        $     0.16       $      0.10
                                                                                  ===========      ===========

Weighted average shares outstanding:
   Basic                                                                               19,096           18,749
                                                                                  ===========      ===========
   Diluted                                                                             19,796           19,508
                                                                                  ===========      ===========

Revenues from:
   Cardiovascular                                                                 $     7,307      $     6,911
   Vascular                                                                             7,017            6,412
   Orthopaedic                                                                          5,914            5,243
                                                                                  -----------      -----------
       Total Cryopreservation                                                          20,238           18,566
                                                                                  -----------      -----------

   BioGlue                                                                              4,873            2,442
   Bioprosthetic valves                                                                   192              199
   Distribution and grant                                                                 168              225
                                                                                  -----------      -----------
       Total Revenues                                                             $    25,471      $    21,432
                                                                                  ===========      ===========





                                [GRAPHIC OMITTED]

                                  NEWS RELEASE

FOR IMMEDIATE RELEASE

CONTACT: D. ASHLEY LEE
         VICE PRESIDENT, CHIEF FINANCIAL OFFICER
         (800) 438-8285

                   CRYOLIFE, INC. APPOINTS NEW ACCOUNTING FIRM

Atlanta,  GA ...(May 7,  2002)...CryoLife,  Inc.  (NYSE:  CRY),  a  life-science
company involved in the development and  commercialization  of cryopreserved and
tissue-engineered implantable heart valves, vascular and orthopaedic grafts, and
surgical  adhesives,  announced  that its Board of Directors  has  appointed the
accounting firm of Deloitte & Touche, LLP as the Company's independent auditors.

     Founded  in 1984,  CryoLife,  Inc.  is the  leader in the  development  and
commercialization of implantable living human tissues for use in cardiovascular,
vascular and orthopaedic  surgeries throughout the United States and Canada. The
Company's  BioGlue(R) surgical adhesive is FDA approved as an adjunct to sutures
and staples for use in adult  patients in open surgical  repair of large vessels
and is CE marked in the European  Community and approved in Canada and Australia
for  use in  vascular  and  pulmonary  sealing  and  repair.  The  Company  also
manufactures the  SynerGraft(R)  heart valve and the SynerGraft  vascular graft,
the  world's  first  tissue-engineered  heart  valve and  vascular  replacement,
respectively, and the CryoLife-O'Brien(R) and CryoLife-Ross(R) stentless porcine
heart  valves,  which  are  CE  marked  for  distribution  within  the  European
Community.  The human heart  valves and  vascular  grafts  processed by CryoLife
using the  SynerGraft  technology  are  distributed  in the U.S. under the trade
names  of  CryoValve(R)SG  and  CryoVein(R)SG,   respectively.

     For additional  information  about the company,  visit CryoLife's web site:
http://www.cryolife.com.

                                     -END-



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