Sixteen cases of patients who had focal femoral osteolysis after total hip replacement without cement were identified. Fourteen of them were included in a retrospective review of 474 consecutive total hip replacements without cement in 441 patients who had been followed for at least two years. The criteria for inclusion in the study were focal osteolysis with a femoral component that appeared stable radiographically, and no subsidence or change of position of the implant. All but two patients were men and were quite active. The average age was forty-seven years (range, twenty to sixty-five years). Fourteen of the sixteen patients had an excellent clinical result (a Harris hip score of 90 points or more). In two patients, the hip replacement was revised and, in a third, a biopsy was done. In all three patients, the implant was found to be firmly fixed to the femur. In the two hips that were revised, extensive ingrowth of bone was demonstrated histologically, there was no evidence of infection, and a well defined fibrous membrane was found around the smooth portion of the stem. The histological specimens from these two hips contained focal aggregates of macrophages with particulate polyethylene and metallic debris. In the biopsy material from the hip that was not revised, a fine fibrous membrane lined a cystic cavity. Although the membrane contained an occasional macrophage, no foreign material was identified. Trabecular microfracture and osteoclastic resorption of bone were seen next to the fibrous lining. With one exception, osteolysis was not identified less than two years postoperatively. In most patients, osteolysis appeared after three years. This study showed that femoral osteolysis can occur around uncemented components.