In this study, the functions of rat osteoblasts on o-carboxymethyl chitosan-modified poly(D,L-lactic acid) (PDLLA) films were investigated in vitro. The surface characterization was measured by contact angle and electron spectroscopy for chemical analysis (ESCA). Cell adhesion and proliferation were used to assess cell behavior on the modified surface and control. The MTT assay was used to determined cell viability and alkaline phosphatase (ALP) activity was performed to evaluate differentiated cell function. Compared to the control films, cell adhesion of osteoblasts on o-carboxymethyl chitosan-modified PDLLA films was significantly higher (p < 0.05) after 6 and 8 h culture, and osteoblast proliferation was also significantly higher (p < 0.01) between 4 and 7 days. The MTT assay suggested cell viability of osteoblasts cultured on o-carboxymethyl chitosan modified PDLLA films was significantly greater (p < 0.05) than that seeded on control one, and the ALP activity of cells cultured on modified PDLLA films was significantly higher (p < 0.01) than that found on control. These results give the first evidence that o-carboxymethyl chitosan could be used to modify PDLLA surface for improving biocompatibility.