Exhibit 99.0


         CERTAIN FACTORS TO CONSIDER IN CONNECTION WITH FORWARD LOOKING
                                   STATEMENTS

                  Dependence   Upon  Supply  of  Human  Donors.   The  Company's
allograft  business  is  dependent  on the  availability  of  bone  and  related
connective  tissue from human  donors  recovered by its  customers.  The Company
relies on the efforts of not-for-profit  donor procurement  agencies,  including
its current customers, to educate the public and foster an increased willingness
to donate bone tissue.  These organizations may not be able to obtain sufficient
donors to meet present or future demand for either  allograft bone tissue or any
allograft-based osteogenic materials under development by the Company.

                  Dependence   on   Customers;   Dependence   on   Third   Party
Reimbursement. Osteotech is the exclusive processor of allograft bone tissue for
large  national  and  international  not-for-profit  organizations.  The Company
charges its customers  fees for  processing and for finishing and packaging each
unit  of  bone  tissue  produced.  Osteotech's  agreements  with  its  customers
generally  provide for the Company to indemnify its customers  against liability
arising out of defects in allograft bone tissue caused as a result of processing
by the Company.  During 1995, the Musculoskeletal  Transplant Foundation ("MTF")
and the American Red Cross  ("ARC")  accounted  for  approximately  65% and 20%,
respectively,  of the Company's revenues. The processing agreements with ARC and
MTF expire in  December  1996 and March  1997,  respectively.  The  Company  has
entered into discussions with both  organizations to renew their agreements on a
long-term basis. There can be no assurance that these agreements will be renewed
on terms favorable to the Company, if at all. The loss of either MTF or ARC as a
customer or a substantial  reduction in the amount of allograft bone tissue used
by each customer would have a material adverse effect on the Company.

                  The continued  ability of the  Company's  customers to pay the
Company's  processing  charges  is  dependent  on their  ability  to  distribute
processed bone tissue and collect fees from their customers, which are typically
health care  institutions.  The ability of the health care  institutions  to pay
fees  to  Osteotech's   customers  depends  in  part  on  the  extent  to  which
reimbursement  for the  costs of such  materials  and  related  treatments  will
continue to be available  from  government  health  administration  authorities,
private health coverage insurers and other  organizations.  Market acceptance of
the  Company's  products  and  services  may be  adversely  affected if adequate
coverage and reimbursement levels are not provided by government and third-party
payors.


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                  Dependence  on  Acceptance  by  Medical   Community;   Limited
Marketing Capability. Osteotech believes the market for processed allograft bone
tissue   will   continue   to  be   orthopaedic,   neurological,   plastic   and
oral/maxillofacial  surgical  specialties.  The Company's  future growth in this
area depends in part upon a wider use by these  specialties  of  allograft  bone
tissue as an alternative to autograft bone tissue and other available  materials
and treatments. There are currently 19 persons employed by the Company to engage
in efforts to educate  surgeons as to the benefits and applications of processed
allograft  bone tissue.  To  complement  the  Company's  education and marketing
strategy,  the Company  commenced,  in the fourth  quarter of 1994, to develop a
national  network  of  independent  sales  agents  who  assist in the  Company's
marketing  of  products  and  services  as well as further  educate  the medical
community  about processed  allograft bone tissue.  Currently these sales agents
are focusing their efforts primarily on Grafton and spinal instruments. Although
the Company's  education and marketing  efforts to date have enabled the Company
to expand its  business,  there can be no assurance  that the  Company's  future
efforts in this regard will be successful.

                  Government Regulation.  The procurement and transplantation of
allograft bone tissue is subject to federal regulation  pursuant to the National
Organ  Transplant Act ("NOTA"),  a criminal statute which prohibits the purchase
and sale of human  organs,  including  bone and related  tissue,  for  "valuable
consideration."  NOTA permits the payment of reasonable expenses associated with
the  removal,  transportation,   processing,   preservation,   quality  control,
implantation and storage of human bone tissue.  The Company provides services in
all of these areas,  with the exception of removal and  implantation.  Osteotech
and other bone  processors are engaged in ongoing efforts aimed at educating the
medical community as to the benefits of processed  allograft bone tissue and the
Company will continue to expand its activities with respect to Grafton. Although
the Company  believes  that NOTA permits  reimbursement  of these costs as costs
associated with the processing,  transportation  and implantation of bone tissue
products, the inability to be reimbursed for its education efforts in the future
could adversely affect the Company's  business and prospects.  No federal agency
or court  has  determined  whether  NOTA is,  or will  be,  applicable  to every
allograft-based   material  which  may  derive  from  the  Company's  processing
technologies.  Assuming that NOTA applies to Osteotech's processing of allograft
bone tissue,  the Company  believes it is in compliance with NOTA, but there can
be no assurance that more restrictive interpretations of, or amendments to, NOTA
will not be adopted in the future  which  would call into  question  one or more
aspects of the Company's method of operations.

                  In  December  1993,  the  Food and  Drug  Administration  (the
"FDA"),  pursuant  to Section  361 of the Public  Health  Service  Act,  imposed
interim rules regulating the recovery, processing, storage

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and  distribution  of human  tissues  intended  for  transplantation,  including
allograft bone tissues and musculoskeletal soft tissues.  These rules, which are
designed to reduce the risk of  transmission  of infectious  diseases,  require,
among other things,  that a medical  history be obtained and  documented for all
tissue  donors,  blood  serum  from  tissue  donors  be  tested  by  appropriate
laboratories  and  methods,   written  procedures  be  in  place  and  followed,
appropriate records be maintained,  and tissue bank facilities be subject to FDA
inspection.  In addition, the interim rule provides that the FDA may require the
recall and  destruction  of tissues.  The Company's  operations are dependent on
both the Company and its client  tissue banks  complying  with these rules.  The
Company believes that its procedures and those of its clients are in substantial
compliance with these rules.  It is anticipated  that the FDA will issue revised
regulations  in the near  future to both  clarify  and  expand  the  regulations
already in effect.  There can be no  assurance  that the Company will be able to
comply with these revised regulations.

                  The Company  maintains  a master file for its HA plasma  spray
coating  processes with the FDA. The Company's  customers are required to obtain
FDA clearance for the marketing in the United States of their implants which are
coated by the Company.  These  customers  refer to the Company's  master file in
their application for clearance by the FDA of their implants as medical devices.
The Company's European HA plasma spray coating services meet existing regulatory
requirements in the specific countries where they are marketed.

                  Ceramic  (HA)  products  which are produced by the Company are
currently  distributed only in Europe.  These products meet existing  regulatory
requirements in the specific countries where they are produced and marketed. The
Company does not intend currently to market these products in the United States;
however,  if it does decide to do so, these products would require  premarketing
clearance by the FDA as medical devices.

                  HA  powder  produced  and sold in bulk by the  Company  in the
United States and Europe is  considered to be a component  product and, as such,
is not  currently  subject to  regulation  by the FDA and  similar  agencies  in
Europe.

                  Dependence on Key  Personnel.  The Company's  success  depends
upon the continued  contributions  of its executive  officers and scientific and
technical personnel. The competition for qualified personnel is intense, and the
loss of services of certain key personnel could adversely affect the business of
the Company.

                  Patents  and  Proprietary  Rights.   Osteotech  considers  its
allograft processing technology and procedures  proprietary and relies primarily
on trade secrets and patents to protect its technology and innovations. 
Significant research and development  activities have been conducted by 
consultants employed by third parties or in

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conjunction with unaffiliated medical  institutions.  Accordingly,  disputes may
arise  concerning  the  proprietary  rights to  information  applied  to Company
projects  which  have  been  independently   developed  by  the  consultants  or
researchers  at the medical  institutions.  There can be no  assurance  that any
pending patent  applications will result in issued patents or that any currently
issued  patents,  or patents which may be issued,  will provide  Osteotech  with
sufficient  protection in the case of an  infringement of its technology or that
others will not independently  develop technology  comparable or superior to the
Company's.

                  Competition.  Allograft  bone tissue  competes with  autograft
bone tissue which has  traditionally  been utilized for human bone  transplants.
The Company  believes that where the use of autograft is feasible,  surgeons and
their patients will generally  continue,  at least over the near term, to choose
this option in view of the perceived risk of transmission  of infectious  agents
associated   with  the  transplant  of  allograft  bone  tissue.   For  numerous
circumstances and procedures for which autograft  transplantation  is either not
feasible  or  not  desirable,  there  are a  number  of  competing  alternatives
available, including allograft bone tissue processed by others.

                  The Company  believes  that a majority of the  cadaveric  bone
banks  operating in the United States are engaged in processing  allograft  bone
tissue for  transplantation.  Substantially  all of these bone tissue  banks are
not-for-profit  organizations,  and,  as  such,  they  may  be  able  to  supply
processing  services  at a lower cost than the  Company.  Osteotech  believes it
competes with such entities on the basis of its advanced  processing  technology
and the quality and quantity of the bone tissue its processing yields. Since the
Company  introduced its allograft tissue processing  technology in 1987, certain
competing  processors have responded with claims of having developed  technology
similar to that used by the Company.  Although the Company believes,  based upon
its  knowledge  of  the  industry  (but  in the  absence  of  reliable  industry
statistics),  that it  processes  bone  tissue  from more  donors than any other
processor in the world,  there can be no assurance that the Company can continue
to compete successfully in the area of allograft processing.

                  Allograft  bone tissue also  competes in certain bone grafting
procedures  with synthetic  bone void filler  products.  To date,  these medical
devices may be legally  promoted in the United States for only a minority of the
types of  applications  and procedures in which allograft bone tissues are used.
Bone  grafting  procedures  in which  allograft  bone tissue  might be used also
sometimes compete indirectly with non-invasive bone growth stimulator devices in
those  cases  in  which  bone  graft  surgery  is not the  preferred  course  of
treatment.

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                  With respect to allograft  bone  tissue,  the Company  expects
increased  competition  from synthetic bone  substitutes  and  recombinant  bone
growth stimulating  materials.  Synthetic substitutes now being marketed include
HA, a ceramic substance with an open weave which allows for partial  penetration
of bone and fibrous tissue,  and combinations of HA and other substances,  which
have been approved by the FDA for some oral surgical  applications.  The primary
advantage of synthetic  bone  substitutes  is the absence of  dependence  on the
availability of human donors. In addition,  synthetic materials may be perceived
by  members  of the  medical  community  and the  general  public as safer  than
allograft-based bone tissue.  Osteotech believes,  however, that the bone tissue
it processes  will be able to compete with  synthetic  bone  substitutes  on the
basis of the biologic and physical properties,  their multiple  applications for
various  surgical  procedures,  their  successful use over an extended period of
time without confirmed  instances of infectious  disease  transmission,  and the
fact that independent  researchers have reported that the Company's  proprietary
process can virtually  inactivate  and eliminate the HIV virus and other viruses
in   demineralized   tissue,   should  they  be  present.   These   proprietary,
tissue-specific  technologies are expected to further enhance graft safety while
maintaining the tissue's biologic and physical  properties.  The Company is also
aware of entities  seeking to develop  bone  growth  factors  using  recombinant
technology. The Company is aware of two such companies which have announced that
human clinical trials are in progress on their  recombinant bone growth factors.
There can be no  assurance  that the  allograft  bone  tissues  processed by the
Company will be able to compete successfully with synthetic bone substitutes and
recombinant  bone growth  factors  which are  developed  and  commercialized  by
others.

                  The Company's  plasma spray coating and HA product  operations
face  competition  in Europe from  divisions and  subsidiaries  of several large
corporations  engaged in providing such services and products to others and from
several  smaller  independent  companies.  In  addition,  the Company also faces
competition  from medical  implant  companies  which have in-house  plasma spray
coating  operations.  The  Company  competes  primarily  on the  quality  of its
coatings and price.  Osteotech  believes  that the spraying  technology it uses,
which is computer  controlled and utilizes robotics,  enables it to provide high
quality coatings at competitive  prices. It should be noted,  however,  that the
ceramic  coating  industry  is  highly  competitive,  certain  of the  Company's
competitors  have  greater  resources  than  the  Company  and  there  can be no
assurance the Company will be able to compete successfully.

                  Potential  Product  Liability.  The  testing  and use of human
allograft bone tissue and the  implantation  of medical  devices coated with the
Company's HA powder,  medical  devices  developed with the Company's  PolyActive
material  and medical  devices  manufactured  by others and  distributed  by the
Company entail inherent risks of

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medical  complications  for  patients  and  therefore,  may  result  in  product
liability claims against the Company.  Further,  Osteotech's agreements with its
bone tissue processing  customers provide for indemnification by the Company for
liabilities  arising out of defects in allograft  bone tissue caused as a result
of processing by the Company.

     As a distributor of implants and instruments for spinal surgery,  including
bone screws,  manufactured by Ulrich,  the Company has been named as a defendant
in a number of lawsuits in which patients claim that they have suffered  damages
from the implantation of allegedly defective spinal fixation devices. See "Legal
Proceedings."

                  The Company presently maintains product liability insurance in
the amount of $20 million per occurrence  and per year in the  aggregate.  There
can be no assurance  that the Company will be able to maintain such insurance in
the future or that such insurance  will be sufficient to cover all  liabilities.
In addition,  the Company's  current  insurance policy will not cover any claims
made against the Company  which are based upon a surgeon's  use of a device in a
manner  other than the use approved by the FDA for such  device,  regardless  of
whether the Company  advised the surgeon and/or  healthcare  provider of the FDA
approved use and provided  adequate  warnings  against any unapproved use by the
surgeon and/or healthcare provider. The Company's former insurance policy, which
had the same  coverage  amount  as the  current  policy,  did not  contain  this
exclusion,  but did  exclude  coverage  for  liability  caused by the  Company's
intentional acts, including conspiracy.

                  Although the Company believes that it will ultimately  prevail
in these cases,  litigation is subject to many  uncertainties and it is possible
that some of the pending  cases  could be decided  against  the  Company.  It is
possible that the results of  operations  or liquidity and capital  resources of
the Company could be materially  adversely  affected by the ultimate  outcome of
the pending  litigation or as a result of the costs of contesting  such suits if
the ultimate  liability  exceeds the amount that the Company recovers from suits
if the  ultimate  liability  exceeds the amount that the Company  recovers  from
Ulrich  and/or such  insurance  policies.  The Company is unable to estimate the
potential  liability,  if any, that may result from the pending  litigation and,
accordingly, no provision for any possible future liability has been made in the
consolidated financial statements.

                  Environmental  Matters.  The Company's bone tissue  processing
generates  waste which is  classified as medical  hazardous  waste by the United
States  Environmental  Protection  Agency  and  the  New  Jersey  Department  of
Environmental  Protection.  Such waste is segregated by the Company and disposed
of through a licensed hazardous waste transporter in compliance with applicable

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regulations.  The  production  of HA powder  at the  Company's  facility  in The
Netherlands  generates small amounts of hazardous waste,  which is segregated by
the Company and disposed of through a licensed hazardous waste transporter.  The
Company has been  issued a Nuisance  Permit  from the local  government  for its
facility in The Netherlands.

                  Although  the  Company  believes  it  is  in  compliance  with
applicable environmental regulations, the failure by the Company to fully comply
with any such  regulations  could result in the  imposition of penalties,  fines
and/or  sanctions  which could have a material  adverse  effect on the Company's
business.

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