A rat tibia model was developed to analyze bone formation leading to osseointegration with threaded titanium implants. Miniaturized titanium implants were placed in the anterior aspect of the upper tibia of rats weighing 350 g. Twenty-four rats were involved; 12 rats were sacrificed at 6 weeks, and another two rats were sacrificed weekly for 6 weeks following implantation. Four days prior to sacrifice, the animals were injected intraperitoneally with 3H-proline (10 µCi/g body weight). The rats were fixed by perfusion with 5% glutaraldehyde, and the tibia were decalcified and embedded in Epon. The implants were removed from the embedded bone by fracturing, and the specimens re-embedded. Sections were prepared for light and electron microscopy and radioautography. Morphologic observations indicated that implant placement resulted in bone necrosis and resorption. This was followed by bone growth from the old bone surfaces filling the threads with vascular channels and new lamellar bone. Osseointegration was complete at 6 weeks in all animals examined. Electron microscopy at various places along the bone-titanium interface showed an amorphous layer, a granular electron-dense layer, or a layer of uncalcified collagen fibrils. At each week after surgery, radioautography showed the position and thickness of new bone labeled with 3H-proline during the last 4 days. Radiolabeled new bone was deposited only on previously existing bone and extended toward the available space. Since there was no apparent relationship between the implant and the new bone, it was suggested that titanium is biocompatible, but not necessarily osteoinductive. Keywords: bone formation, osseointegration, titanium implants