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


                                  SCHEDULE 13D


                   Under the Securities Exchange Act of 1934

                               (Amendment No. 1)*


                                 Osteotech, Inc.
                                (Name of Issuer)


                                  COMMON STOCK
                         (Title of Class of Securities)


                                   688582105
                                 (CUSIP Number)

                             Constance R. Wick, Esq.
                            Chief Compliance Officer
                            Heartland Advisors, Inc.
                          789 N. Water Street, Suite 500
                              Milwaukee, WI 53202
                                  414-347-7777
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
                                Communications)

                                  April 29, 2005
            (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [X].



CUSIP No.   688582105                13D

1. NAME OF REPORTING PERSON
    I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS

              HEARTLAND ADVISORS, INC.
              #39-1078128

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                          (a) [  ]
                                          (b) [  ]

3. SEC USE ONLY

4. SOURCE OF FUNDS

      OO - Funds of investment advisory clients

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                           [X]

6. CITIZENSHIP OR PLACE OF ORGANIZATION

               WISCONSIN, USA

     NUMBER OF          7.  SOLE VOTING POWER
      SHARES
   BENEFICIALLY             None
     OWNED BY
       EACH             8.  SHARED VOTING POWER

     REPORTING              1,280,800
      PERSON
       WITH             9.  SOLE DISPOSITIVE POWER

                            None

                        10. SHARED DISPOSITIVE POWER

                            1,300,800


11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       1,300,800

12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES.
       [  ]


13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
       7.57%

14. TYPE OF REPORTING PERSON
       IA


 CUSIP No.   688582105                13D

1. NAME OF REPORTING PERSON
    I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS

              WILLIAM J. NASGOVITZ

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                          (a) [  ]
                                          (b) [  ]

3. SEC USE ONLY

4. SOURCE OF FUNDS

      OO - Funds of investment advisory clients

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
   2(d) or 2(e)                           [X]

6. CITIZENSHIP OR PLACE OF ORGANIZATION

               USA

     NUMBER OF          7.  SOLE VOTING POWER
      SHARES
   BENEFICIALLY             None
     OWNED BY
       EACH             8.  SHARED VOTING POWER

     REPORTING              1,280,800
      PERSON
       WITH             9.  SOLE DISPOSITIVE POWER

                            None

                        10. SHARED DISPOSITIVE POWER

                            1,300,800


11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       1,300,800

12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES.
       [  ]


13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
       7.57%

14. TYPE OF REPORTING PERSON (See Instructions)
       IN

Item 1.  Security and Issuer.
         -------------------

This statement relates to shares of the common stock, $.01 par value per share,
(the "Shares") of Osteotech, Inc., a Delaware corporation (the "Company").  The
principal executive offices of the Company are located at 51 James Way,
Eatontown, NJ 07724.

Item 2.  Identity and Background.
         -----------------------

     (a) - (c) This statement is being filed by Heartland Advisors, Inc., an
investment adviser registered with the SEC, and William J. Nasgovitz (each a
"Reporting Entity" and collectively the "Reporting Entities").  The Reporting
Entities do not admit that they constitute a group.

     Heartland Advisors, Inc. ("Heartland"), a Wisconsin corporation, is a
federally registered investment adviser that provides investment advisory
services to Heartland Group, Inc., a registered investment company ("Heartland
Group"), as well as private investment advisory clients (the "Accounts").  The
address of the principal offices of Heartland is 789 North Water Street, Suite
500, Milwaukee, Wisconsin 53202.

     William J. Nasgovitz is the President and principal shareholder of
Heartland.  His business address is 789 North Water Street, Suite 500,
Milwaukee, Wisconsin 53202.

     (d) During the last five years, neither of the Reporting Entities was
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

     (e) On July 18, 2002, pursuant to a stipulation and following a fairness
hearing, the U.S. District Court for the Eastern District of Wisconsin approved
a settlement of a consolidated class action brought by shareholders of the
Heartland High-Yield Municipal Bond Fund and the Short Duration High-Yield
Municipal Fund (together, the "High-Yield Funds"), in which Heartland Group,
Heartland, the High-Yield Funds and certain other parties were named as
defendants.  The litigation arose out of a repricing of the securities in the
High-Yield Funds in October 2000.  Under the terms of the settlement, Heartland
Group, Heartland, the High-Yield Funds, and certain related parties were
dismissed and released from all claims in the class action upon establishment
of a settlement fund for the benefit of the class plaintiffs.  Neither Heartland
Group nor any of its separate funds, directors, or officers were required to
contribute to the settlement fund (although an affiliate of Heartland did make
a substantial contribution to facilitate settlement).  Subsequently, all other
suits filed by persons who opted out of the class action settlement were also
settled without any contribution from Heartland Group, its funds, directors or
officers. The High-Yield Funds, which had been in receivership since March 2001,
were liquidated in December 2004.

     On December 11, 2003, the SEC filed a civil complaint in United States
District Court for the Eastern District of Wisconsin (Civil Action No. 03C1427)
relating to the High-Yield Funds against Heartland; William J. Nasgovitz,
President of Heartland, President and a director of Heartland Group, and member
of the Heartland Value and Value Plus Fund portfolio management teams; Paul T.
Beste, Chief Operating Officer of Heartland and Vice President of Heartland
Group; Kevin D. Clark, an officer of Heartland; Hugh F. Denison, a former
director of Heartland Group, who presently serves as Senior Vice President of
Heartland and a member of the portfolio management team for the Heartland
Select Value Fund; certain former officers of Heartland; and others.

     The SEC alleges various violations of the federal securities laws with
respect to the pricing of securities owned by the High-Yield Funds and the
related calculation of the High-Yield Funds' net asset value per share from
March 2000 to March 2001; disclosures in the prospectus, other SEC filings and
promotional materials for the High-Yield Funds relating to risk management,
credit quality, liquidity and pricing; breach of fiduciary duty; the sale in
September and October 2000 by certain individual defendants of shares of the
High-Yield Funds while in possession of material, non-public information about
those funds; and the disclosure of material, non-public information to persons
who effected such sales.  The SEC seeks civil penalties and disgorgement of all
gains received by the defendants as a result of the conduct alleged in the
complaint, a permanent injunction against the defendants from further
violations of the applicable federal securities laws, and such other relief as
the court deems appropriate.

     In February 2004, Heartland and Messrs. Nasgovitz, Beste, Denison and
Clark filed their answers to the SEC's complaint, denying the allegations and
claims made therein and raising affirmative defenses.

     The complaint does not involve Heartland Group, the Heartland Select
Value, Value Plus or Value Funds (the "Funds"), any portfolio manager of
those Funds (other than Mr. Nasgovitz and Mr. Denison) or any of the current
independent directors of Heartland Group.  However, an adverse outcome for
Heartland and/or its officers named in the complaint could result in an
injunction that would bar Heartland from serving as investment adviser to
the Funds or bar such officers from continuing to serve in their official
capacities for Heartland.  Heartland has advised the Funds that, if these
results occur, Heartland will seek exemptive relief from the SEC to permit
it to continue serving as investment adviser to the Funds.  There is no
assurance that the SEC will grant such exemptive relief.

     (f) Each natural person identified in Item 2 is a citizen of the United
States.


Item 3.  Source and Amount of Funds or Other Consideration.
         --------------------------------------------------

     As of April 29, 2005, the Heartland Value Fund (the "Heartland Fund"),
a series of Heartland Group, had acquired an aggregate of 1,000,000 shares of
Common Stock, which were purchased for cash, for an aggregate (including
broker's fees and commissions) of approximately $5,817,980.

     As of April 29, 2005, the Accounts had acquired an aggregate of 300,800
shares of Common Stock, which were purchased for cash or on margin in
accordance with margin agreements on industry standard terms, for an aggregate
(including broker's fees and commissions) of approximately $1,620,459.


Item 4.  Purpose of Transaction.
         ----------------------

     Heartland acquired shares of the Company for investment purposes in the
ordinary course of its business pursuant to specified investment objectives
established by the Board of Directors of Heartland Group for the Heartland
Fund and by the advisory clients for the Accounts.

     Heartland and representatives of Heartland have had discussions with
senior management of the Company and may in the future have such discussions
concerning ways in which the Company could maximize shareholder value.

     Heartland, in the exercise of its responsibility as an institutional
investor, has sent a letter to the Company's Nominating Committee. A copy of
the letter is attached hereto as Exhibit A and hereby incorporated by
reference.  Heartland has recommended that an individual who currently serves
as an independent director be considered for re-election at this year's annual
meeting.

     Except as set forth in this Item 4, Heartland has no present plan or
proposal that relates to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D of the Act, but will continue
to review this position based upon further developments.

     As permitted by law, Heartland may purchase additional Shares or dispose
of any or all of the Shares from time to time in the open market, in privately
negotiated transactions, or otherwise, depending upon future evaluation of the
prospects of the company and upon other developments, including general
economic and stock market conditions.

Item 5.  Interest in Securities of the Issuer.
         ------------------------------------

     (a) 1,300,800 shares, representing approximately 7.57% of the shares
of Common Stock presently outstanding, may be deemed beneficially owned within
the meaning of Rule 13d-3 of the Securities Exchange Act of 1934 by (1)
Heartland Advisors, Inc. by virtue of its investment discretion and voting
authority granted by certain clients, which may be revoked at any time; and
(2) William J. Nasgovitz, as a result of his ownership interest in Heartland
Advisors, Inc.  Heartland Advisors, Inc. and Mr. Nasgovitz each specifically
disclaim beneficial ownership of any shares reported on the Schedule.

     (b) For information on voting and dispositive power with respect to the
above listed shares, see Items 7-10 of the Cover Pages.

     (c) Neither of the Reporting Entities identified in Item 2 hereof has
effected any transaction in shares of Common Stock of the Company during the 60
days preceding the filing of this statement, or thereafter and prior to the date
hereof.

     (d) The clients of Heartland Advisors, Inc., a registered investment
adviser, including an investment company registered under the Investment Company
Act of 1940 and other managed accounts, have the right to receive or the power
to direct the receipt of dividends and proceeds from the sale of shares included
on this Schedule.  The Heartland Value Fund, a series of the Heartland Group, a
registered investment company, owns 1,000,000 shares or 5.82% of the class of
securities reported herein.  Any remaining shares disclosed in this filing are
owned by various other accounts managed by Heartland Advisors, Inc. on a
discretionary basis.  To the best of Heartland's knowledge, none of the other
accounts own more than 5% of the outstanding stock.

     (e)  Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect
         ---------------------------------------------------------------------
to Securities of the Issuer.
- ---------------------------

     Heartland is the investment adviser of the Heartland Fund and the Accounts
pursuant to separate investment management agreements which provide Heartland
with the authority to invest the funds of the Heartland Fund and the Accounts
in securities (including shares of the Company); to hold, vote, and dispose of
securities (including shares of the Company); and to file this statement.
Neither of the Reporting Entities has any contract, arrangement, understanding
or relationship on behalf of the Heartland Fund or the Accounts with any person
with respect to any securities of the Company.


Item 7.  Material to Be Filed as Exhibits.
         --------------------------------

Exhibit A    Letter Dated March 22, 2005, from D. Rodney Hathaway, Vice
President of Heartland, and Eric J. Miller, Senior Vice President of
Heartland, to the Nominating Committee of Osteotech, Inc.

Exhibit B    Joint Filing Agreement


                                   SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

DATE: May 6, 2005

WILLIAM J. NASGOVITZ               	HEARTLAND ADVISORS, INC.

By: /s/  PAUL T. BESTE			By: /s/ PAUL T. BESTE
       Paul T. Beste				Paul T. Beste
       As Attorney in Fact for			Chief Operating Officer
       William J. Nasgovitz



                                   EXHIBIT A


March 22, 2005

Osteotech, Inc.
C/o Nominating Committee
51 James Way
Eatontown, NJ 07724

Dear Messer's Fallon, Johnston, Kostuik:

Heartland Advisors, Inc. is a federally registered investment adviser that
provides advisory services to the Heartland Family of mutual funds, as well
as private investment advisory clients.  Heartland  and its clients have been
a long-term significant shareholder of Osteotech Inc. (OSTE) currently holding
approximately 1,500,000 shares.

We are proponents of independent outside directors serving on the boards of our
portfolio companies.  We would like to propose that Dr. John Kostuik, M.D. be
considered for re-election at this year's annual meeting.  Dr. Kostuik provides
valuable expertise in the field of orthopedics and is well renowned for his
research.

We welcome any further discussion or questions regarding this proposal at your
convenience.

Sincerely,



D. Rodney Hathaway, CFA				Eric Miller, CMA
Vice President					Sr. Vice President


                                   EXHIBIT B
Joint Filing Agreement


The undersigned persons agree and consent to the joint filing on their behalf of
this Schedule 13D in connection with their beneficial ownership of Osteotech,
Inc. at April 29, 2005.



WILLIAM J. NASGOVITZ

By: /s/   PAUL T. BESTE
    Paul T. Beste
    As Attorney in Fact for William J. Nasgovitz




HEARTLAND ADVISORS, INC.


By:  /s/ PAUL T. BESTE
     Paul T. Beste
     Chief Operating Officer