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.