EXHIBIT 3.4

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                 OSTEOTECH, INC.

     OSTEOTECH, INC., a corporation organized on February 4, 1986 under the name
Bone Transplant Inc. and existing under and by virtue of the General Corporation
Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY:

     FIRST:  That the Board of Directors of the  Corporation,  at a meeting duly
called  and held on March 25,  1999,  duly  adopted  resolutions  setting  forth
certain proposed amendments of the Restated  Certificate of Incorporation of the
Corporation,  declaring  such  amendments  to be in the  best  interests  of the
Corporation,  and  authorizing  the officers of the  Corporation  to submit such
amendment to the  stockholders of the Corporation for their  consideration.  The
resolution setting forth the proposed amendment is as follows:

     "FURTHER  RESOLVED,  that  the  Board  of  Directors  hereby  approves  the
     following  resolutions,  shall  submit  the  following  resolutions  to the
     Shareholders to consider at the Annual Meeting and shall recommend that the
     Shareholders approve such resolutions at the Annual Meeting:

                                     * * *

          FURTHER  RESOLVED,   that  the  Company's   restated   certificate  of
          incorporation  be amended to increase the number of authorized  shares
          of common  stock,  par value $.01,  of the Company from  20,000,000 to
          70,000,000."

     SECOND:  That  the  aforesaid  amendment  to the  Restated  Certificate  of
Incorporation  herein  certified  has been duly adopted by the  stockholders  in
accordance  with the provisions of Section 222 and of Section 242 of the General
Corporation Law of the State of Delaware.

     THIRD:  That Section 3.1 (a) of the Corporation's  Restated  Certificate of
Incorporation is therefore amended to read in its entirety as follows:

          "Section  3.1:  Authorization.  (a) The total  number of shares of all
          classes of stock which the  Corporation  shall have authority to issue
          is  75,675,595  shares,  consisting  of 5,675,595  shares of Preferred
          Stock,  par  value  $.01  per  share  (the  "Preferred  Stock"),   and
          70,000,000  shares of common  stock,  par  value  $.01 per share  (the
          "Common Stock")."

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     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment of the  Corporation's  Restated  Certificate  of  Incorporation  to be
signed by its President  and attested by its  Secretary  this 6th day of August,
1999.

                                                OSTEOTECH, INC.


                                                By: /s/ Richard W. Bauer
                                                    ------------------------
                                                    Richard W. Bauer,
                                                    President


Attest:


By: /s/ Michael J. Jeffries
    --------------------------
    Michael J. Jeffries
    Secretary

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