As filed with the Securities and Exchange Commission
                              on December 16, 1997

                                                          Registration No. _____
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             REGISTRATION STATEMENT
                                       ON
                                    FORM S-8
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

        DELAWARE                                                 13-3357370
 (State or other juris-                                       (I.R.S. Employer
diction of incorporation                                     Identification No.)
    or organization)

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

                       1991 Stock Option Plan, as amended
                            (Full title of the plan)


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

                                   copies to:

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

<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================
   Title of Each Class of       Amount of       Proposed Maximum           Proposed 
      Securities to be        Shares to be     Offering Price Per          Aggregate             Amount of
        Registered             Registered           Share (1)          Offering Price (2)     Registration Fee
---------------------------------------------------------------------------------------------------------------
<S>                              <C>                 <C>                 <C>                    <C>      
  Common Stock $.01 par          181,376             $29.188             $5,294,002.69          $1,561.73
  value per Share......
===============================================================================================================
</TABLE>


(1)  This is an average  price  determined  by dividing the  proposed  Aggregate
     Offering Price by the Amount of Shares to be Registered.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(c) of the Securities Act of 1933, as amended (the
     "Act") based upon the average of the bid and ask price for the Common Stock
     par value $.01 (the "Common Stock") as reported by the National Association
     of Securities Dealers Automated Quotation System on December 12, 1997.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Certain 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, 1996;

     (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, 1996,  including but not limited to the  Quarterly  Reports on Form 10-Q for
the Quarters Ended March 31, 1997, June 30, 1997 and September 30, 1997; and

     (c) the  description  of the  Company's  Common Stock,  $.01 par value,  as
contained in its Registration  Statement on Form 8-A, declared  effective by the
Commission on May 13, 1991.

     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 Officers and Directors.

     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


                                      II-1
<PAGE>

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.

     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 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 in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
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 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 in  connection  with the  defense or
settlement  of such action or suit if he 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.


                                      II-2
<PAGE>

     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 claims,
issue or matter therein,  he shall be indemnified  against  expenses  (including
attorneys'  fees)  actually  and  reasonably   incurred  by  him  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 in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under Section 145.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act of 1933, as amended (the  "Securities  Act") and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 Company  will,  unless in the opinion of 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 and will be  governed by the final
adjudication of such issue.



                                      II-3
<PAGE>



Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     The following are filed as exhibits or  incorporated by reference into this
Registration Statement:

                                                               Exhibit No. or
Exhibit                                                        Incorporation
 Number                         Description                     by Reference
 ------                         -----------                     ------------

 5.1           Opinion of Dorsey & Whitney LLP                      E-1

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

23.2           Consent of Coopers & Lybrand                         E-2

24.1           Power of Attorney                                      *



*    Powers of attorney are contained in signatures.


                                      II-4
<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;

               (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  Registration   Statement  is  on  Form  S-8,  and  the
          information  required to be included in a post-effective  amendment by
          those  paragraphs  is  contained  in  periodic  reports  filed  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.


                                      II-5
<PAGE>

          (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) 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 herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (c) That,  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-6
<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  of  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 December 11, 1997.



                                       OSTEOTECH,  INC.
                                       (Registrant)



                                       By: /s/ Richard W. Bauer
                                           -------------------------------------
                                           Richard W. Bauer, President and Chief
                                            Executive Officer


                                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.


                                      II-7
<PAGE>


     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.
<TABLE>
<CAPTION>


<S>                                              <C>                                    <C> 

/s/ Donald D. Johnston                           Chairman of the                        December 11, 1997
------------------------------------             Board of Directors
Donald D. Johnston      

/s/ Richard W. Bauer                             President and Chief                    December 11, 1997
------------------------------------             Executive Officer,
Richard W. Bauer                                 (Principal Executive Officer)
                                                 and Director


/s/ Michael J. Jeffries                          Executive Vice President,              December 11, 1997
------------------------------------             Chief Financial Officer
Michael J. Jeffries                              and Chief Operating Officer
                                                 (Principal Accounting
                                                 Officer) and Director


/s/ Stephen J. Sogin                             Director                                December 11, 1997
------------------------------------
Stephen J. Sogin


/s/ John Phillip Kostuik                         Director                                December 11, 1997
------------------------------------
John Phillip Kostuik, M.D., F.R.C.S.


/s/ Kenneth P. Fallon                            Director                                December 11, 1997
------------------------------------
Kenneth P. Fallon, III


</TABLE>




                                      II-8
<PAGE>




Registration No. 333-____________




                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549





                               EXHIBITS FILED WITH

                                    FORM S-8


                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                 OSTEOTECH, INC.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20477}]
{"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": "333-42383", "film-number": "97739308"}, "business-address": {"street1": "51 JAMES WAY", "city": "EATONTOWN", "state": "NJ", "zip": "07724", "phone": "9085422800"}, "mail-address": {"street1": "51 JAMES WAY", "city": "EATONTOWN", "state": "NJ", "zip": "07724"}}
As filed with the Securities and Exchange Commission
                              on December 16, 1997

                                                          Registration No. _____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             REGISTRATION STATEMENT
                                       ON
                                    FORM S-8
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

        DELAWARE                                                 13-3357370
 (State or other juris-                                       (I.R.S. Employer
diction of incorporation                                     Identification No.)
    or organization)

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

                       1991 Stock Option Plan, as amended
                            (Full title of the plan)

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

                                   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 
      Securities to be        Shares to be     Offering Price Per          Aggregate             Amount of
        Registered             Registered           Share (1)          Offering Price (2)     Registration Fee
---------------------------------------------------------------------------------------------------------------
Common Stock $.01 par          181,376             $29.188             $5,294,002.69          $1,561.73
  value per Share......
===============================================================================================================
(1)  This is an average  price  determined  by dividing the  proposed  Aggregate
     Offering Price by the Amount of Shares to be Registered.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(c) of the Securities Act of 1933, as amended (the
     "Act") based upon the average of the bid and ask price for the Common Stock
     par value $.01 (the "Common Stock") as reported by the National Association
     of Securities Dealers Automated Quotation System on December 12, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Certain 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, 1996;

     (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, 1996,  including but not limited to the  Quarterly  Reports on Form 10-Q for
the Quarters Ended March 31, 1997, June 30, 1997 and September 30, 1997; and

     (c) the  description  of the  Company's  Common Stock,  $.01 par value,  as
contained in its Registration  Statement on Form 8-A, declared  effective by the
Commission on May 13, 1991.

     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 Officers and Directors.

     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

                                      II-1
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.

     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 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 in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
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 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 in  connection  with the  defense or
settlement  of such action or suit if he 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.

                                      II-2
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 claims,
issue or matter therein,  he shall be indemnified  against  expenses  (including
attorneys'  fees)  actually  and  reasonably   incurred  by  him  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 in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under Section 145.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act of 1933, as amended (the  "Securities  Act") and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 Company  will,  unless in the opinion of 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 and will be  governed by the final
adjudication of such issue.

                                      II-3
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     The following are filed as exhibits or  incorporated by reference into this
Registration Statement:

                                                               Exhibit No. or
Exhibit                                                        Incorporation
 Number                         Description                     by Reference
 ------                         -----------                     ------------

 5.1           Opinion of Dorsey & Whitney LLP                      E-1

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

23.2           Consent of Coopers & Lybrand                         E-2

24.1           Power of Attorney                                      *

*    Powers of attorney are contained in signatures.

                                      II-4
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;

               (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  Registration   Statement  is  on  Form  S-8,  and  the
          information  required to be included in a post-effective  amendment by
          those  paragraphs  is  contained  in  periodic  reports  filed  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.

                                      II-5
(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) 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 herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (c) That,  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-6
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  of  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 December 11, 1997.

                                       OSTEOTECH,  INC.
                                       (Registrant)

                                       By: /s/ Richard W. Bauer
                                           -------------------------------------
                                           Richard W. Bauer, President and Chief
                                            Executive Officer

                                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.

                                      II-7
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                        December 11, 1997
------------------------------------             Board of Directors
Donald D. Johnston      

/s/ Richard W. Bauer                             President and Chief                    December 11, 1997
------------------------------------             Executive Officer,
Richard W. Bauer                                 (Principal Executive Officer)
                                                 and Director

/s/ Michael J. Jeffries                          Executive Vice President,              December 11, 1997
------------------------------------             Chief Financial Officer
Michael J. Jeffries                              and Chief Operating Officer
                                                 (Principal Accounting
                                                 Officer) and Director

/s/ Stephen J. Sogin                             Director                                December 11, 1997
------------------------------------
Stephen J. Sogin

/s/ John Phillip Kostuik                         Director                                December 11, 1997
------------------------------------
John Phillip Kostuik, M.D., F.R.C.S.

/s/ Kenneth P. Fallon                            Director                                December 11, 1997
------------------------------------
Kenneth P. Fallon, III
II-8
Registration No. 333-____________

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               EXHIBITS FILED WITH

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                 OSTEOTECH, INC.