SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  October 28, 1996


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



       Delaware                    0-19278              13-3357370
       --------                    -------              ----------
 (State or other jurisdiction    (Commission          (IRS Employer
     of incorporation)           File Number)          Identification)



        51 James Way, Eatontown, New Jersey                07724
----------------------------------------------------------------
         (Address of principal executive offices)       (Zip Code)



Registrant's telephone number, including area code    (908) 542-2800




          (Former name or former address, if changed since last report)



<PAGE>





Item 5.  Other Events
-------  ------------


                  Osteotech,   Inc.  (the   "Company")  is   restructuring   its
operations in Leiden,  The Netherlands to focus the Company's  entire efforts on
building its current revenue producing ceramic and titanium plasma spray coating
services and ceramic  powders and products.  As a result of this  restructuring,
the  Company  will   immediately   discontinue   investing   in  its   long-term
PolyActive(Trademark)  polymer research and development program,  which includes
the  development of an adhesion  barrier product and an artificial skin product.
OsteoActive(Trademark)  Bone Void  Filler,  the lead  product  from the  polymer
research and development program, will also be discontinued.  This determination
has resulted in cessation of all  marketing  efforts as well as clinical  trials
which were initiated to pursue a Council of Europe designation. Since its market
introduction,  the only revenue derived from  OsteoActive has been from stocking
orders to distributors in the third quarter of 1996,  which have been previously
reserved, totaling approximately $48,500.

                  Other than  OsteoActive  stocking  orders  and annual  polymer
research  and  development  grant  revenues  of  approximately   $600,000,   the
restructuring of The Netherlands operations will have no impact on the Company's
revenue  base but will  result  in the  reduction  of  expenses  in excess of $1
million  annually.  As a result,  the  Company's  original  goal to turn foreign
operations  profitable during the second half of 1997 should be accelerated with
the expectation  that these operations will become  profitable  during the first
half of 1997.

                  Since the Company's acquisition of The Netherlands  operations
in May,  1992,  these  operations  have  incurred  pretax  losses in each  year,
including a loss of $1,384,000 in the year ended  December 31, 1995 and a pretax
loss of $721,000 in the six month period ended June 30, 1996.  These losses have
been a burden  on the  Company's  consolidated  earnings.  Moreover,  since  the
Company cannot take these losses into account when  determining its consolidated
tax provisions  until such time as The  Netherlands  operations  report a pretax
profit, the Company has been reporting unusually high effective tax rates, which
in the six months ended June 30, 1996 was 72.5%. As these operations move toward
profitability due to the  restructuring,  the Company's  effective tax rate will
move toward a more normal 40% level. Additionally,  when these operations become
profitable,  the Company will recognize the benefit of  approximately $8 million
in net operating  losses  accumulated  since the  acquisition  and will begin to
utilize  these  losses to offset  future tax  liabilities  when it files its tax
returns.



<PAGE>


                  As a result of the  restructuring  of its foreign  operations,
the  Company  expects  to record a pretax  restructuring  charge  in its  fourth
quarter of 1996 of approximately  $1,350,000.  For the full year ending December
31, 1996, the Company still anticipates reporting a pretax profit (excluding the
restructuring  charges) in excess of the  $1,653,000  pretax profit  reported in
1995, before unusual items.

                  Certain of the statements  contained in each paragraph of this
Form 8-K, with the  exception of the first  paragraph,  that are not  historical
facts,  are  forward-looking  statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995). Because such statements include risks
and uncertainties,  actual results may differ materially from those expressed or
implied by such  forward-looking  statements.  Factors  that could cause  actual
results to differ materially include, but are not limited to, the recording of a
restructuring  charge  less than or  greater  than the charge  indicated  in the
fourth  paragraph above,  the timely  development,  launch and acceptance of new
products, the continued acceptance and growth of recently launched products, the
impact of competitive  products and other risks and uncertainties  detailed from
time to time in the Company's  periodic reports  (including the Annual Report on
Form 10-K for the year ended  December  31,  1995 and Form 10-Qs for each of the
first three quarters of 1996) filed with the Securities and Exchange Commission.


                                   SIGNATURES
     
                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


Dated:  October 30, 1996


                                                           OSTEOTECH, INC.
                                                           ---------------
                                                            (Registrant)


                                              By:       /S/ MICHAEL J. JEFFRIES
                                                      Michael J. Jeffries
                                                      Executive Vice President,
                                                      Chief Financial Officer
                                                      and Secretary

                                      - 2 -
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  October 28, 1996

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

       Delaware                    0-19278              13-3357370
       --------                    -------              ----------
 (State or other jurisdiction    (Commission          (IRS Employer
     of incorporation)           File Number)          Identification)

        51 James Way, Eatontown, New Jersey                07724
----------------------------------------------------------------
         (Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code    (908) 542-2800

          (Former name or former address, if changed since last report)
Item 5.  Other Events
-------  ------------

                  Osteotech,   Inc.  (the   "Company")  is   restructuring   its
operations in Leiden,  The Netherlands to focus the Company's  entire efforts on
building its current revenue producing ceramic and titanium plasma spray coating
services and ceramic  powders and products.  As a result of this  restructuring,
the  Company  will   immediately   discontinue   investing   in  its   long-term
PolyActive(Trademark)  polymer research and development program,  which includes
the  development of an adhesion  barrier product and an artificial skin product.
OsteoActive(Trademark)  Bone Void  Filler,  the lead  product  from the  polymer
research and development program, will also be discontinued.  This determination
has resulted in cessation of all  marketing  efforts as well as clinical  trials
which were initiated to pursue a Council of Europe designation. Since its market
introduction,  the only revenue derived from  OsteoActive has been from stocking
orders to distributors in the third quarter of 1996,  which have been previously
reserved, totaling approximately $48,500.

                  Other than  OsteoActive  stocking  orders  and annual  polymer
research  and  development  grant  revenues  of  approximately   $600,000,   the
restructuring of The Netherlands operations will have no impact on the Company's
revenue  base but will  result  in the  reduction  of  expenses  in excess of $1
million  annually.  As a result,  the  Company's  original  goal to turn foreign
operations  profitable during the second half of 1997 should be accelerated with
the expectation  that these operations will become  profitable  during the first
half of 1997.

                  Since the Company's acquisition of The Netherlands  operations
in May,  1992,  these  operations  have  incurred  pretax  losses in each  year,
including a loss of $1,384,000 in the year ended  December 31, 1995 and a pretax
loss of $721,000 in the six month period ended June 30, 1996.  These losses have
been a burden  on the  Company's  consolidated  earnings.  Moreover,  since  the
Company cannot take these losses into account when  determining its consolidated
tax provisions  until such time as The  Netherlands  operations  report a pretax
profit, the Company has been reporting unusually high effective tax rates, which
in the six months ended June 30, 1996 was 72.5%. As these operations move toward
profitability due to the  restructuring,  the Company's  effective tax rate will
move toward a more normal 40% level. Additionally,  when these operations become
profitable,  the Company will recognize the benefit of  approximately $8 million
in net operating  losses  accumulated  since the  acquisition  and will begin to
utilize  these  losses to offset  future tax  liabilities  when it files its tax
returns.
As a result of the  restructuring  of its foreign  operations,
the  Company  expects  to record a pretax  restructuring  charge  in its  fourth
quarter of 1996 of approximately  $1,350,000.  For the full year ending December
31, 1996, the Company still anticipates reporting a pretax profit (excluding the
restructuring  charges) in excess of the  $1,653,000  pretax profit  reported in
1995, before unusual items.

                  Certain of the statements  contained in each paragraph of this
Form 8-K, with the  exception of the first  paragraph,  that are not  historical
facts,  are  forward-looking  statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995). Because such statements include risks
and uncertainties,  actual results may differ materially from those expressed or
implied by such  forward-looking  statements.  Factors  that could cause  actual
results to differ materially include, but are not limited to, the recording of a
restructuring  charge  less than or  greater  than the charge  indicated  in the
fourth  paragraph above,  the timely  development,  launch and acceptance of new
products, the continued acceptance and growth of recently launched products, the
impact of competitive  products and other risks and uncertainties  detailed from
time to time in the Company's  periodic reports  (including the Annual Report on
Form 10-K for the year ended  December  31,  1995 and Form 10-Qs for each of the
first three quarters of 1996) filed with the Securities and Exchange Commission.

                                   SIGNATURES
     
                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Dated:  October 30, 1996

                                                           OSTEOTECH, INC.
                                                           ---------------
                                                            (Registrant)

                                              By:       /S/ MICHAEL J. JEFFRIES
                                                      Michael J. Jeffries
                                                      Executive Vice President,
                                                      Chief Financial Officer
                                                      and Secretary

                                      - 2 -