EXHIBIT 23.2



                 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

Section 11(a) of the Securities Act of 1933, as amended (the "Securities  Act"),
provides  that if any part of a  registration  statement,  at the time such part
becomes  effective,  contains  an  untrue  statement  of a  material  fact or an
omission to state a material fact required to be stated  therein or necessary to
make the  statements  therein not  misleading,  any person  acquiring a security
pursuant to such registration statement (unless it is proved that at the time of
such  acquisition  such person knew of such untruth or omission) may sue,  among
others,  every  accountant  who has consented to be named as having  prepared or
certified  any part of the  registration  statement,  or as having  prepared  or
certified  any  report  or  valuation  which  is used  in  connection  with  the
registration  statement,  with  respect to the  statement  in such  registration
statement, report or valuation which purports to have been prepared or certified
by the accountant.

This Annual Report on Form 10-K is incorporated  by reference into  Registration
Statement  File  Nos.  333-16581,  33-83996,  33-84048,  333-03513,   333-59853,
333-59849,  333-06141,  333-34025,  333-75535, and 333-47310 (collectively,  the
"Registration  Statements") of CryoLife Inc.  ("CryoLife")  and, for purposes of
determining  any  liability  under  the  Securities  Act,  is deemed to be a new
registration  statement  for  each  Registration  Statement  into  which  it  is
incorporated by reference.

As  recommended by CryoLife's  Audit  Committee,  CryoLife's  Board of Directors
dismissed Arthur Andersen LLP ("Andersen") on April 8, 2002,  effective April 9,
2002, as CryoLife's  independent  accountants.  See CryoLife's Current Report on
Form 8-K filed April 11, 2002 for more  information.  After reasonable  efforts,
CryoLife  has  been  unable  to  obtain   Andersen's   written  consent  to  the
incorporation by reference into the Registration Statements of its audit reports
with respect to CryoLife's  financial  statements as of and for the fiscal years
ended December 31, 2001 and 2000.

Under these  circumstances,  Rule 437a under the Securities Act permits CryoLife
to file this Form 10-K without a written  consent from Andersen.  However,  as a
result,  with respect to  transactions  in CryoLife  securities  pursuant to the
Registration  Statements that occur subsequent to the date this Annual Report on
Form 10-K is filed with the Securities and Exchange Commission, Andersen may not
have any  liability  under Section  11(a) of the  Securities  Act for any untrue
statements of a material fact contained in the financial  statements  audited by
Andersen or any  omissions  of a material  fact  required to be stated  therein.
Accordingly,  you  might be  unable to  assert a claim  against  Andersen  under
Section  11(a)  of the  Securities  Act  because  it has  not  consented  to the
incorporation by reference into the Registration Statements of the copies of its
audit  reports  for the  periods  ending  December  31,  2001 and 2000 which are
reproduced  herein.  To  the  extent  provided  in  Section  11(b)(3)(C)  of the
Securities Act, however,  other persons who are potentially subject to liability
under Section 11(a) of the Securities  Act,  including  CryoLife's  officers and
directors,  may still rely on Andersen's original audit reports as being made by
an expert for purposes of  establishing  a due  diligence  defense under Section
11(b) of the  Securities  Act.  These facts may have the effect of limiting  the
ability of CryoLife  investors to recover any losses suffered in connection with
the  purchase or sale of CryoLife  securities  due to material  inaccuracies  or
omissions  contained  in the  financial  statements  reproduced  herein  for the
periods ending December 31, 2001 and 2000.