SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

OSS CAPITAL MANAGEMENT

(Last)

(First)

(Middle)

598 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/15/2005

3. Issuer Name and Ticker or Trading Symbol
CRYOLIFE INC [ CRY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,000,000	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
6% Convertible Preferred Stock (the "Preferred Stock")	⁽⁴⁾	04/01/2015	Common Stock	528,607	$8.04	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾

Explanation of Responses:

1. O.S.S. Capital Management LP, a Delaware limited partnership (the "Investment Manager"), serves as (i) investment manager to a Cayman Islands exempted company and (ii) management company to two Delaware limited partnerships (collectively with the Cayman Islands exempted company, the "Funds") and has investment discretion with respect to securities held by the Funds. Schafer Brothers LLC, a Delaware limited liability company (the "SB LLC"), serves as the general partner to the Investment Manager, and has investment discretion with respect to securities held by the Funds. Mr. Oscar S. Schafer ("Mr. Schafer") serves as the senior managing member of SB LLC and has investment discretion with respect to securities held by the Funds.

2. Each of the Investment Manager, SB LLC and Mr. Schafer may be deemed to beneficially own 2,000,000 shares of common stock and 85,000 shares of Preferred Stock convertible into 528,607 shares of common stock, which represent, together, approximately 10.4% of the outstanding shares of common stock.

3. Each of the Investment Manager, SB LLC, and Mr. Schafer disclaims beneficial ownership of the securities included in this report and this report shall not be deemed an admission that either the Investment Manager, SB LLC, or Mr. Schafer is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. Preferred Stock is immediately exercisable.

Remarks:

Exhibit List: Exhibit 99 - Joint filer information

	/s/ Oscar S. Schafer	08/03/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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