UNITED STATES
                       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): February 15, 2006


                                 Osteotech, Inc.
             (Exact name of registrant as specified in its charter)

                                     0-19278
                            (Commission File Number)

                               Delaware 13-3357370
      (State or other jurisdiction of (I.R.S. Employer Identification No.)
                                 incorporation)


                    51 James Way, Eatontown, New Jersey 07724
             (Address of principal executive offices, with zip code)

                                 (732) 542-2800
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


Item 1.01 Entry into a Material Definitive Agreement

On February 13, 2006,  Osteotech,  Inc.  ("Osteotech" or the "Company")  entered
into Amendment No. 1 to Employment Agreement (the "Owusu-Akyaw  Amendment") with
Sam Owusu-Akyaw,  the Company's President and Chief Executive Officer,  amending
the terms of Mr. Owusu-Akyaw's  Employment Agreement,  filed as Exhibit 10.48 to
the  Company's  Form  10-Q  for  the  quarter  ended  September  30,  2004  (the
"Owusu-Akyaw Employment Agreement").

Pursuant to the  Owusu-Akyaw  Amendment,  effective  as of January 1, 2006,  Mr.
Owusu-Akyaw's  title as Chief  Operating  Officer was changed to Chief Executive
Officer (Mr.  Owusu-Akyaw's title as President remained  unchanged),  his annual
base salary was  increased to  $370,000,  his target bonus was set at 50% of his
base salary,  subject to the  determination of the Company's Board of Directors,
his  one-time  relocation  payment  associated  with  moving  was  increased  to
$200,000, and his severance benefits following the termination of his employment
without cause were increased to  twenty-four  months of base salary and medical,
dental,  and life  insurance  benefits.  The  Owusu-Akyaw  Employment  Agreement
remains in full force and effect in accordance with its terms, as amended by the
Owusu-Akyaw Amendment.

On February  13, 2006,  Osteotech  entered into  Amendment  No. 1 to  Employment
Agreement (the  "Burroughs  Amendment")  with Mark H.  Burroughs,  the Company's
Executive Vice President and Chief Financial Officer,  amending the terms of Mr.
Burroughs'  Employment  Agreement,  filed as Exhibit 10.64 to the Company's Form
10-Q for the  quarter  ended  September  30,  2005  (the  "Burroughs  Employment
Agreement").

Pursuant  to the  Burroughs  Amendment,  effective  as of January  1, 2006,  Mr.
Burroughs'  title was  changed to  Executive  Vice  President,  Chief  Financial
Officer and Secretary,  and Mr.  Burroughs'  annual base salary was increased to
$230,000. The Burroughs Employment Agreement remains in full force and effect in
accordance with its terms, as amended by the Burroughs Amendment.



                                   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.


                                     OSTEOTECH, INC.


Date:  February 15, 2006           By:/s/ MARK H. BURROUGHS
                                      Mark H. Burroughs,
                                      Executive Vice President,Chief Financial
                                      Officer and Secretary