EXHIBIT 4.4

                       FIRST AMENDMENT TO RIGHTS AGREEMENT

     This First Amendment (the "First  Amendment") to the Rights Agreement dated
as of November 27, 1995,  between  CryoLife,  Inc., a Florida  corporation  (the
"Company"),  and Chemical Mellon Shareholder Services,  LLC, amends that certain
Rights  Agreement  (the  "Amended and Restated  Rights  Agreement")  dated as of
November 27, 1995.

     WHEREAS,  on May 15, 1997, the Board of Directors  approved the appointment
of American  Stock  Transfer & Trust  Company (the  "Rights  Agent") to serve as
successor rights agent to Chemical Mellon Shareholder Services, LLC, and;

     WHEREAS,  pursuant  to Section  27, the  Company  has  decided to amend the
provisions of the Rights  Agreement  regarding the  qualifications  of successor
rights agents;

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:

     Section 1. AMENDMENTS TO RIGHTS AGREEMENT.

     The Rights Agreement is hereby amended as follows:

     A.   Section 21 of the Rights  Agreement is hereby  amended in its entirely
          to read as follows:

     Section  21.  CHANGE OF RIGHTS  AGENT.  The Rights  Agent or any  successor
rights Agent may resign and be discharged  from its duties under this  Agreement
upon 30 days' notice in writing mailed to the Company and to each transfer agent
of the Common Shares or Preferred Shares by registered or certified mail, and to
the holders of the rights  Certificates  by  first-class  mail.  The Company may
remove the Rights  Agent or any  successor  Rights Agent upon 30 days' notice in
writing,  mailed to the Rights Agent or successor  Rights Agent, as the case may
be, and to each  transfer  agent of the  Common  Shares or  Preferred  Shares by
registered or certified  mail, and to the holders of the Rights  Certificates by
first-class  mail.  If the  Rights  Agent  shall  resign or be  removed or shall
otherwise become  incapable of acting,  the Company shall appoint a successor to
the Rights Agent.  If the Company shall fail to make such  appointment  within a
period  of 30 days  after  giving  notice of such  removal  or after it has been
notified  in writing of such  resignation  or  incapacity  by the  resigning  or
incapacitated Rights Agent or by the holder of a Right Certificate (or, prior to
the  Distribution  Date,  of the Common  Shares)  (who shall,  with such notice,
submit his Right Certificate or, prior to the Distribution Date, the certificate
representing  his  Common  Shares,  for  inspection  by the  Company),  then the
registered holder of any Right Certificate (or, prior to the Distribution  Date,
of the Common Shares) may apply to any court of competent  jurisdiction  for the
appointment of a new Rights Agent. Any successor Rights Agent, whether appointed
by the Company or by such a court,  shall be a  corporation  organized and doing
business  under  the laws of the  United  States  or of the  State of New  York,
Pennsylvania or Florida (or of any other State of the United States) so long as

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such  corporation  is authorized to do business as a banking  institution in the
State of New York,  Pennsylvania or Florida, in good standing,  having an office
in the State of New York,  Pennsylvania  or Florida,  which is authorized  under
such laws to exercise corporate trust or stock transfer powers and is subject to
supervision or  examination  by federal or state  authority and which has at the
time of its  appointment  as Rights  Agent a combined  capital and surplus of at
least $10 million;  provided,  that the principal  transfer agent for the Common
Shares  shall  in  any  event  be  qualified  to  be  the  Rights  Agent.  After
appointment,  the  successor  rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent  without  further  act or deed;  but the  predecessor  Rights  Agent shall
deliver and transfer to the successor Rights Agent any property at the time held
by it hereunder, and execute and deliver any further assurance,  conveyance, act
or deed necessary for the purpose. Not later than the effective date of any such
appointment   the  Company  shall  file  notice  thereof  in  writing  with  the
predecessor  Rights  Agent  and each  transfer  agent of the  Common  Shares  or
Preferred Shares, and mail a notice thereof in writing to the registered holders
of the Right  Certificates  (or, prior to the  Distribution  Date, of the Common
Shares). Failure to give any notice provided for in this Section 21, however, or
any defect therein, shall not affect the legality of validity of the resignation
or removal of the Rights Agent or the appointment of the successor Rights Agent,
as the case may be.

     Section 2. EFFECTIVENESS.

     This First Amendment will become effective as of June 1, 1997.

     Section 3. MISCELLANEOUS.

     A.   FULL FORCE AND EFFECT.

          Except as  expressly  provided  in this  First  Amendment,  the Rights
          Agreement will remain unchanged and in full force and effect.

     B.   COUNTERPARTS.

          This First  Amendment  may be executed in any number of  counterparts,
          all  of  which  taken  together  will  constitute  One  and  the  same
          instrument,  and any of the  parties  hereto  may  execute  this First
          Amendment by signing any such counterpart.

     C.   FLORIDA LAWS.

          It is the  intention  of the  parties  that the laws of  Florida  will
          govern the validity of this First  Amendment,  the construction of its
          terms, and the interpretation of the rights and duties of the parties.



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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed and attested, all as of the day and year first above written.


ATTEST:                               CRYOLIFE, INC.


By:    /s/ Ronald D. McCall           By:   /s/ Steven G. Anderson
       --------------------------           -----------------------------------
       RONALD D. McCALL                     STEVEN G. ANDERSON
Title: Secretary & Director                 Its President, Chairman and Chief
                                            Executive Officer


ATTEST:                               AMERICAN STOCK TRANSFER &
                                      TRUST COMPANY

By:    /s/ Susan Silber                By: /s/ Herbert J. Lemmer
       --------------------------          ------------------------------------
       SUSAN SILBER                        HERBERT J. LEMMER
                                           Its Vice President
Title: Assistant Secretary
                                       Printed Name:  Herbert J. Lemmer
                                                      -------------------------
                                                      Vice President