EXHIBIT 23.3


                 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.

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 this Registration Statement of its audit reports
with respect to CryoLife's financial statements as of and for the fiscal year
ended December 31, 2001.

Under these circumstances, Rule 437a under the Securities Act permits CryoLife
to file this Form S-3 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 Registration
Statement on Form S-3 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 period ending December 31, 2001. 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.