EXHIBIT 4.2

                              CERTIFICATE OF STOCK

COMMON STOCK                                                      $.01 PAR VALUE

                       [PICTURE OF CORPORATE HEADQUARTERS]
                                                                          SHARES
  NUMBER
CL

            INCORPORATED UNDER THE
                  LAWS OF THE                                  CUSIP 228903 10 0
               STATE OF FLORIDA              SEE REVERSE FOR CERTAIN DEFINITIONS

                                 CryoLife, Inc.

               This Certifies that

               is the owner of

               FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF

[CRYOLIFE      CryoLife,  Inc. transferable only on the books of the Corporation
CORPORATE      by the  holder  hereof or person or by duly  authorized  Attorney
SEAL]          upon  surrender  of  this  Certificate  properly  endorsed.  This
               Certificate  is not valid  until  countersigned  by the  Transfer
               Agent and registered by the Registrar.

                    In Witness  Whereof,  the said  Corporation  has caused this
               certificate to be signed by its duly  authorized  officers and to
               be sealed with the Seal of the Corporation, by facsimile.

                                                   COUNTERSIGNED AND REGISTERED:
                                                         AMERICAN STOCK TRANSFER
                                                                 & TRUST COMPANY
                                                                  (NEW YORK, NY)
                            [CRYOLIFE LOGO]
                                                            BY:   TRANSFER AGENT
                                                                  AND REGISTRAR

                                                            AUTHORIZED SIGNATURE

SECRETARY                       CHAIRMAN/PRESIDENT

 
                          CryoLife, Inc.

THE ARTICLES OF  INCORPORATION OF CRYOLIFE,  INC. (THE "COMPANY")  AUTHORIZE THE
ISSUANCE OF PREFERRED  STOCK,  WHICH MAY BE DIVIDED AND ISSUED IN SERIES AND THE
RELATIVE RIGHTS AND PREFERENCES OF WHICH MAY BE FIXED BY THE BOARD OF DIRECTORS.
THE  COMPANY  WILL  FURNISH TO THE HOLDER OF THIS  CERTIFICATE,  ON REQUEST  AND
WITHOUT  CHARGE,  A  FULL  STATEMENT  OF  THE  DESIGNATIONS,   RELATIVE  RIGHTS,
PREFERENCES, AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES OF CAPITAL STOCK
OF THE  COMPANY  AND THE  VARIATIONS  IN RIGHTS,  PREFERENCES,  AND  LIMITATIONS
APPLICABLE  TO EACH  CLASS OF SHARES OF  CAPITAL  STOCK OF THE  COMPANY  AND THE
VARIATIONS IN RIGHTS,  PREFERENCES,  AND LIMITATIONS  DETERMINED FOR EACH SERIES
(AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE  VARIATIONS FOR FUTURE
SERIES).

     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

TEN COM-as  tenants  in common            UNIF GIFT MIN  ACT-____Custodian____  
TEN ENT-as  tenants by the  entireties                     (Cust)       (Minor) 
JT TEN-as joint tenants with right of                    under Uniform Gifts
       survivorship and not as tenants                   to Minors Act _____
       in common                                                      (State)

Additional abbreviations may also be used though not in the above list.

This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in a Rights  Agreement  dated as of November  27, 1995 (the "Rights
Agreement")  as amended,  the terms of which are hereby  incorporated  herein by
reference and a copy of which is on file at the principal  executive  offices of
CryoLife,  Inc.  Under  certain  circumstances,  as  set  forth  in  the  Rights
Agreement,  such Rights will be evidenced by separate  certificates  and will no
longer be evidenced by this certificate.  CryoLife, Inc. will mail to the holder
of this certificate a copy of the Rights Agreement  without charge after receipt
of a written request therefor. Under certain circumstances,  as set forth in the
Rights  Agreement,  Rights issued to any Person who becomes an Acquiring  Person
(as defined in the Rights Agreement) may become null and void.

For value  received,  _________  hereby sell,  assign and  transfer  unto PLEASE
INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)
________________________________________________________________________________

________________________________________________________________________________

 
____________________________________________________________shares of the
capital stock represented by the within  Certificate,  and do hereby irrevocably
constitute and appoint  _________________________  Attorney to transfer the said
stock  on the  books  of  the  within  named  Corporation  with  full  power  of
substitution in the premises.

Dated___________________


                              __________________________________________________
                    NOTICE:   THE SIGNATURE TO THIS  ASSIGNMENT  MUST  
                              CORRESPOND WITH THE NAME AS WRITTEN  UPON 
                              THE FACE OF THE  CERTIFICATE  IN EVERY
                              PARTICULAR,  WITHOUT ALTERATION OR 
                              ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED:      __________________________________________________
                              THE SIGNATURE(S) SHOULD BE GUARANTEED BY
                              AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
                              STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
                              AND CREDIT UNIONS WITH MEMBERSHIP IN AN
                              APPROVED SIGNATURE GUARANTEE MEDALLION
                              PROGRAM),PURSUANT TO S.E.C. RULE 17Ad-15.