A study was conducted at two-biodiversity conservation areas of Northeastern Bangladesh (a part of Sylhet Forest Division) to assess the species composition,diversity and density of natural regeneration of ~ species both indigenous and exotic species.Data were collected by stratified random quadrate method during January 2010 to July 2010.Totally 200 circular plots of 2 m×2 m in size had 5 different habitat types of plants namely; forest,roadside,homestead (surrounding forest dwellers house),fallow land and others (canals,streams and tea gardens side),which included a total of 55 regenerating species belonging to 28 families.Meliaceae is the dominant family and shows the.highest family importance value (26.3),having six species,followed,by Moraceae (24.24).Among the five habitat types,forest (43 species) possess the highest number of species,followed by roadside (23 species).Total 15 exotic species among 9 families and 40 indigenous spocies vith 24 families were recorded.For exotic species,Tectona grandis possess the highest relative density (11.7％) and relative frequency (10.5％); Senna siamea had highest relative abundance (7.83％).In case of indigenous species,Chickrassia tabularis possess the highest relative density (4.23％)and relative frequency (4％); Dipterocarpus turbinatus had the highest relative abundance (3.92％).Tectona grandis (29.66) and Chickrassia tabularis(10.8) had the highest IVI for exotic and indigenous species respectively.Different diversity indices such as Shanon-Winner diversity index,species diversity index,species richness index,species evenness index,Simpson index and species dominance index,etc.were applied to quantify definite diversity.The regeneration of species associated with low levels of disturbance was in the exotic species.Study suggests that proper protection from human disturbances and scientific management of natural regeneration of two-study forests may lead a rich biodiversity site in the country.