UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                 OSTEOTECH, INC.
             (Exact name of registrant as specified in its charter)


                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)


                                   13-3357370
                      (I.R.S. Employer Identification No.)


                                  51 James Way
                           Eatontown, New Jersey 07724
               (Address of Principal Executive Offices) (Zip Code)


                                 2000 Stock Plan
                            (Full title of the plan)


                               Michael J. Jeffries
                                 Osteotech, Inc.
                                  51 James Way
                           Eatontown, New Jersey 07724
                                 (732) 542-2800
                      (Name, address and telephone number,
                   including area code, of agent for service)


                                   copies to:


                             Kevin T. Collins, Esq.
                              Dorsey & Whitney LLP
                                 250 Park Avenue
                            New York, New York 10177
                                 (212) 415-9200


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================== ================= ====================== ======================= ================

Title of Each Class of            Amount of        Proposed Maximum       Proposed Aggregate    Amount of
Securities to be Registered      Shares to be     Offering Price Per        Offering Price      Registration Fee
                                  Registered           Share (1)
------------------------------ ----------------- ---------------------- ----------------------- ----------------

<S>                               <C>                   <C>                  <C>                    <C>
Common Stock $0.01 par value      1,000,000             $10.00               $10,000,000            $2,640
per Share
============================== ================= ====================== ======================= ================
</TABLE>

(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule  457(c)  and (h) of the  Securities  Act of 1933,  as
     amended,  based upon the  average  of the high and low sale  prices for the
     common  stock par value  $0.01  (the  "Common  Stock") as  reported  by the
     National  Association of Securities  Dealers Automated  Quotation System on
     July 31, 2000.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference the following  documents
previously filed with the Securities and Exchange Commission (the "Commission"):

     (a) The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;

     (b) all other reports filed by the Registrant  pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since December
31, 1999, including but not limited to the Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 2000; and

     (c) the  description  of the Company's  Common Stock,  $0.01 par value,  as
contained in its Registration  Statement on Form 8-A, declared  effective by the
Commission  on May 13,  1991,  including  any  amendment or report filed for the
purpose of updating such information.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.   Indemnification of Directors and Officers.

     Article 10 of the Company's  Certificate of Incorporation  provides that no
director of the Company shall be liable to the Company or its  stockholders  for
monetary  damages  for a  breach  of  fiduciary  duty as a  director;  provided,
however, that nothing contained in such article shall eliminate the liability of
a director (1) for any breach of the  director's  duty of loyalty to the Company
or its  stockholders,  (2) for acts or  omissions  that are not in good faith or
involve  intentional  misconduct  or a knowing  violation  of the law, (3) under
Section 174 of the General  Corporation Law of the State of Delaware ("DGCL") or
(4) for any  transaction  from which the director  derived an improper  personal
benefit.

     The  Certificate of  Incorporation  and By-Laws of the Company  provide for
indemnification  of the Company's  officers and directors to the fullest  extent
permitted by the DGCL.


                                      II-1
<PAGE>

     All of the  Company's  officers and directors  have entered into  identical
indemnification   agreements   with   the   Company   which   provide   for  the
indemnification  of the Company's  officers and directors to the fullest  extent
permitted by the DGCL.

     Additionally,  the Company  maintains a policy of  liability  insurance  to
insure its officers and directors  against  losses  resulting from wrongful acts
committed by them in their  capacities as officers and directors of the Company,
including liabilities arising under applicable securities laws.

     Section 145 of the DGCL empowers a corporation  to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the  corporation or is or was serving at the request of the corporation
as a  director,  officer,  employee  or agent of  another  corporation  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed to be in, or not opposed to, the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     Section 145 also empowers a corporation  to indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities  set  forth  above,  against  expenses  (including  attorneys'  fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement  of such action or suit if he or she acted under  similar  standards,
except  that no  indemnification  may be made in respect of any claim,  issue or
matter as to which  such  person  shall have been  adjudged  to be liable to the
corporation  unless, and only to the extent that, the Delaware Court of Chancery
or the court in which such action was brought shall  determine  that despite the
adjudication  of  liability  such  person is fairly and  reasonably  entitled to
indemnity,  for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

     Section  145  further  provides  that to the  extent a  director,  officer,
employee or agent of a  corporation  has been  successful  in the defense of any
action,  suit or  proceeding  referred  to above or in the defense of any claim,
issue or  matter  therein,  he or she  shall  be  indemnified  against  expenses
(including  attorneys'  fees) actually and reasonably  incurred by him or her in
connection therewith, that indemnification provided for by Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled;  and that the  corporation  is  empowered  to  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation  against any liability  asserted  against him or her in
any such  capacity or arising  out of his or her status as such,  whether or not
the  corporation  would  have the power to  indemnify  him or her  against  such
liability under Section 145.


                                      II-2

<PAGE>

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     4.1       Restated  Certificate of Incorporation  of Osteotech  (previously
               filed as an exhibit to the  Company's  Annual Report on Form 10-K
               for the fiscal  year ended  December  31,  1991 and  incorporated
               herein by reference thereto)

     4.2       Certificate of Amendment of Restated Certificate of Incorporation
               of  Osteotech,  Inc.  (previously  filed  as an  exhibit  to  the
               Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
               June 30, 1999 and incorporated herein by reference thereto)

     4.3       Stockholder  Rights Agreement  (previously filed as an exhibit to
               the  Company's  Report  on Form 8-A  dated  February  2, 1996 and
               incorporated herein by reference thereto)

     5.1       Opinion of Dorsey & Whitney LLP

     23.1      Consent of Dorsey & Whitney LLP  (contained  in opinion  filed as
               Exhibit 5.1)

     23.2      Consent of PricewaterhouseCoopers LLP

     24.1      Power  of  Attorney  (included  on  the  signature  page  of  the
               Registration Statement)


                                      II-3
<PAGE>


Item 9.        Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to the Registration Statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration  Statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  registration
          statement; and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;  provided,  however, that paragraphs (a)(1)(i)
          and (a)(1)(ii) do not apply if the information required to be included
          in a  post-effective  amendment  by those  paragraphs  is contained in
          periodic  reports  filed with or  furnished to the  Commission  by the
          Registrant  pursuant to section 13 or section 15(d) of the  Securities
          Exchange  Act of  1934  that  are  incorporated  by  reference  in the
          Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


                                      II-4
<PAGE>


     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.


                                      II-5
<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Eatontown, State of New Jersey, on August 3, 2000.

                                    OSTEOTECH, INC.
                                    (Registrant)



                                    By: /s/ Michael J. Jeffries
                                        ----------------------------------------
                                         Michael J. Jeffries, Executive Vice
                                           President, Chief Financial Officer
                                           and Secretary


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby  constitutes and appoints  Richard W. Bauer and Michael J. Jeffries
as true and lawful  attorneys-in-fact  and agents,  each acting alone, with full
powers of substitution  and  resubstitution,  for him and in his name, place and
stead,  in any  and all  capacities,  to sign  any  and all  amendments  to this
Registration  Statement and to file the same, with all exhibits thereto, and all
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done, in and about the premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


<PAGE>


<TABLE>
<CAPTION>
     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


<S>                                   <C>                                    <C>
/s/ Donald D. Johnston                Chairman of the                        August 3, 2000
--------------------------------------Board of Directors
Donald D. Johnston


/s/ Richard W. Bauer                  Chief Executive Officer                August 3, 2000
--------------------------------------(Principal Executive Officer)
Richard W. Bauer                      and Director



/s/ Michael J. Jeffries                Executive Vice President,             August 3, 2000
-------------------------------------- Chief Financial Officer
Michael J. Jeffries                    and Secretary
                                       (Principal Financial and
                                       Accounting Officer) and
                                       Director


/s/ Arthur A. Alfaro                  President, Chief Operating             August 3, 2000
--------------------------------------Officer and Director
Arthur A. Alfaro


   /s/ Stephen J. Sogin               Director                               August 3, 2000
--------------------------------------
Stephen J. Sogin


                                      Director
--------------------------------------
John Phillip Kostuik, M.D., F.R.C.S.


                                      Director
--------------------------------------
Kenneth P. Fallon, III
</TABLE>


<PAGE>


Exhibit Index
-------------

     4.1       Restated  Certificate of Incorporation  of Osteotech  (previously
               filed as an exhibit to the  Company's  Annual Report on Form 10-K
               for the fiscal  year ended  December  31,  1991 and  incorporated
               herein by reference thereto)

     4.2       Certificate of Amendment of Restated Certificate of Incorporation
               of  Osteotech,  Inc.  (previously  filed  as an  exhibit  to  the
               Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
               June 30, 1999 and incorporated herein by reference thereto)

     4.3       Stockholder  Rights Agreement  (previously filed as an exhibit to
               the  Company's  Report  on Form 8-A  dated  February  2, 1996 and
               incorporated herein by reference thereto)

     5.1       Opinion of Dorsey & Whitney LLP

     23.1      Consent of Dorsey & Whitney LLP  (contained  in opinion  filed as
               Exhibit 5.1)

     23.2      Consent of PricewaterhouseCoopers LLP

     24.1      Power  of  Attorney  (included  on  the  signature  page  of  the
               Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 20195}]
{"company-data": {"conformed-name": "OSTEOTECH INC", "cik": "0000874734", "assigned-sic": "8090", "irs-number": "133357370", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43024", "film-number": "685974"}, "business-address": {"street1": "51 JAMES WAY", "city": "EATONTOWN", "state": "NJ", "zip": "07724", "phone": "7325422800"}, "mail-address": {"street1": "51 JAMES WAY", "city": "EATONTOWN", "state": "NJ", "zip": "07724"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 OSTEOTECH, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   13-3357370
                      (I.R.S. Employer Identification No.)

                                  51 James Way
                           Eatontown, New Jersey 07724
               (Address of Principal Executive Offices) (Zip Code)

                                 2000 Stock Plan
                            (Full title of the plan)

                               Michael J. Jeffries
                                 Osteotech, Inc.
                                  51 James Way
                           Eatontown, New Jersey 07724
                                 (732) 542-2800
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   copies to:

                             Kevin T. Collins, Esq.
                              Dorsey & Whitney LLP
                                 250 Park Avenue
                            New York, New York 10177
                                 (212) 415-9200

                         CALCULATION OF REGISTRATION FEE
============================== ================= ====================== ======================= ================

Title of Each Class of            Amount of        Proposed Maximum       Proposed Aggregate    Amount of
Securities to be Registered      Shares to be     Offering Price Per        Offering Price      Registration Fee
                                  Registered           Share (1)
------------------------------ ----------------- ---------------------- ----------------------- ----------------
Common Stock $0.01 par value      1,000,000             $10.00               $10,000,000            $2,640
per Share
============================== ================= ====================== ======================= ================
(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule  457(c)  and (h) of the  Securities  Act of 1933,  as
     amended,  based upon the  average  of the high and low sale  prices for the
     common  stock par value  $0.01  (the  "Common  Stock") as  reported  by the
     National  Association of Securities  Dealers Automated  Quotation System on
     July 31, 2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference the following  documents
previously filed with the Securities and Exchange Commission (the "Commission"):

     (a) The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;

     (b) all other reports filed by the Registrant  pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since December
31, 1999, including but not limited to the Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 2000; and

     (c) the  description  of the Company's  Common Stock,  $0.01 par value,  as
contained in its Registration  Statement on Form 8-A, declared  effective by the
Commission  on May 13,  1991,  including  any  amendment or report filed for the
purpose of updating such information.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.   Indemnification of Directors and Officers.

     Article 10 of the Company's  Certificate of Incorporation  provides that no
director of the Company shall be liable to the Company or its  stockholders  for
monetary  damages  for a  breach  of  fiduciary  duty as a  director;  provided,
however, that nothing contained in such article shall eliminate the liability of
a director (1) for any breach of the  director's  duty of loyalty to the Company
or its  stockholders,  (2) for acts or  omissions  that are not in good faith or
involve  intentional  misconduct  or a knowing  violation  of the law, (3) under
Section 174 of the General  Corporation Law of the State of Delaware ("DGCL") or
(4) for any  transaction  from which the director  derived an improper  personal
benefit.

     The  Certificate of  Incorporation  and By-Laws of the Company  provide for
indemnification  of the Company's  officers and directors to the fullest  extent
permitted by the DGCL.

                                      II-1
All of the  Company's  officers and directors  have entered into  identical
indemnification   agreements   with   the   Company   which   provide   for  the
indemnification  of the Company's  officers and directors to the fullest  extent
permitted by the DGCL.

     Additionally,  the Company  maintains a policy of  liability  insurance  to
insure its officers and directors  against  losses  resulting from wrongful acts
committed by them in their  capacities as officers and directors of the Company,
including liabilities arising under applicable securities laws.

     Section 145 of the DGCL empowers a corporation  to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the  corporation or is or was serving at the request of the corporation
as a  director,  officer,  employee  or agent of  another  corporation  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed to be in, or not opposed to, the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     Section 145 also empowers a corporation  to indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities  set  forth  above,  against  expenses  (including  attorneys'  fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement  of such action or suit if he or she acted under  similar  standards,
except  that no  indemnification  may be made in respect of any claim,  issue or
matter as to which  such  person  shall have been  adjudged  to be liable to the
corporation  unless, and only to the extent that, the Delaware Court of Chancery
or the court in which such action was brought shall  determine  that despite the
adjudication  of  liability  such  person is fairly and  reasonably  entitled to
indemnity,  for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

     Section  145  further  provides  that to the  extent a  director,  officer,
employee or agent of a  corporation  has been  successful  in the defense of any
action,  suit or  proceeding  referred  to above or in the defense of any claim,
issue or  matter  therein,  he or she  shall  be  indemnified  against  expenses
(including  attorneys'  fees) actually and reasonably  incurred by him or her in
connection therewith, that indemnification provided for by Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled;  and that the  corporation  is  empowered  to  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation  against any liability  asserted  against him or her in
any such  capacity or arising  out of his or her status as such,  whether or not
the  corporation  would  have the power to  indemnify  him or her  against  such
liability under Section 145.

                                      II-2
Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     4.1       Restated  Certificate of Incorporation  of Osteotech  (previously
               filed as an exhibit to the  Company's  Annual Report on Form 10-K
               for the fiscal  year ended  December  31,  1991 and  incorporated
               herein by reference thereto)

     4.2       Certificate of Amendment of Restated Certificate of Incorporation
               of  Osteotech,  Inc.  (previously  filed  as an  exhibit  to  the
               Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
               June 30, 1999 and incorporated herein by reference thereto)

     4.3       Stockholder  Rights Agreement  (previously filed as an exhibit to
               the  Company's  Report  on Form 8-A  dated  February  2, 1996 and
               incorporated herein by reference thereto)

     5.1       Opinion of Dorsey & Whitney LLP

     23.1      Consent of Dorsey & Whitney LLP  (contained  in opinion  filed as
               Exhibit 5.1)

     23.2      Consent of PricewaterhouseCoopers LLP

     24.1      Power  of  Attorney  (included  on  the  signature  page  of  the
               Registration Statement)

                                      II-3
Item 9.        Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to the Registration Statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration  Statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  registration
          statement; and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;  provided,  however, that paragraphs (a)(1)(i)
          and (a)(1)(ii) do not apply if the information required to be included
          in a  post-effective  amendment  by those  paragraphs  is contained in
          periodic  reports  filed with or  furnished to the  Commission  by the
          Registrant  pursuant to section 13 or section 15(d) of the  Securities
          Exchange  Act of  1934  that  are  incorporated  by  reference  in the
          Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      II-4
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                      II-5
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Eatontown, State of New Jersey, on August 3, 2000.

                                    OSTEOTECH, INC.
                                    (Registrant)

                                    By: /s/ Michael J. Jeffries
                                        ----------------------------------------
                                         Michael J. Jeffries, Executive Vice
                                           President, Chief Financial Officer
                                           and Secretary

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby  constitutes and appoints  Richard W. Bauer and Michael J. Jeffries
as true and lawful  attorneys-in-fact  and agents,  each acting alone, with full
powers of substitution  and  resubstitution,  for him and in his name, place and
stead,  in any  and all  capacities,  to sign  any  and all  amendments  to this
Registration  Statement and to file the same, with all exhibits thereto, and all
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done, in and about the premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
/s/ Donald D. Johnston                Chairman of the                        August 3, 2000
--------------------------------------Board of Directors
Donald D. Johnston

/s/ Richard W. Bauer                  Chief Executive Officer                August 3, 2000
--------------------------------------(Principal Executive Officer)
Richard W. Bauer                      and Director

/s/ Michael J. Jeffries                Executive Vice President,             August 3, 2000
-------------------------------------- Chief Financial Officer
Michael J. Jeffries                    and Secretary
                                       (Principal Financial and
                                       Accounting Officer) and
                                       Director

/s/ Arthur A. Alfaro                  President, Chief Operating             August 3, 2000
--------------------------------------Officer and Director
Arthur A. Alfaro

   /s/ Stephen J. Sogin               Director                               August 3, 2000
--------------------------------------
Stephen J. Sogin

                                      Director
--------------------------------------
John Phillip Kostuik, M.D., F.R.C.S.

                                      Director
--------------------------------------
Kenneth P. Fallon, III
Exhibit Index
-------------

     4.1       Restated  Certificate of Incorporation  of Osteotech  (previously
               filed as an exhibit to the  Company's  Annual Report on Form 10-K
               for the fiscal  year ended  December  31,  1991 and  incorporated
               herein by reference thereto)

     4.2       Certificate of Amendment of Restated Certificate of Incorporation
               of  Osteotech,  Inc.  (previously  filed  as an  exhibit  to  the
               Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
               June 30, 1999 and incorporated herein by reference thereto)

     4.3       Stockholder  Rights Agreement  (previously filed as an exhibit to
               the  Company's  Report  on Form 8-A  dated  February  2, 1996 and
               incorporated herein by reference thereto)

     5.1       Opinion of Dorsey & Whitney LLP

     23.1      Consent of Dorsey & Whitney LLP  (contained  in opinion  filed as
               Exhibit 5.1)

     23.2      Consent of PricewaterhouseCoopers LLP

     24.1      Power  of  Attorney  (included  on  the  signature  page  of  the
               Registration Statement)