Introduction. A variety of porous coatings and substrates have been used to obtain fixation at the bone-implant interface. Clinical studies of porous tantalum, have shown radiographically well-fixed implants with limited cases of loosening. However, there has been limited retrieval analysis of porous tantalum hip implants. The purpose of this study was to investigate factors affecting bone ingrowth into porous tantalum hip implants. Methods. 126 porous tantalum acetabular shells and 7 femoral stems, were collected under an IRB-approved multicenter retrieval program. Acetabular shells that were grossly loose, cemented or complex revisions were excluded. Shells with visible bone on the surface were chosen. 20 acetabular shells (10 primary) and all femoral stems were dehydrated, embedded, sectioned, polished and bSEM imaged (Figure-1). Main shell revision reasons were infection (n=10,50%), femoral loosening (n=3,15%) and instability (n=3,15%). Analyzed implants were implanted for 2.3±1.7 years (shells) and 0.3±0.3 years (stems). Eight slices per shell and 5–7 slices per stem were analyzed. The analysis included bone area/pore area (BA/PA), BA/PA zonal depth analysis, extent of ingrowth and maximum depth of bone ingrowth. BA/PA zone depths were: Zone-1 (0–500um), Zone-2 (500–1000um) and Zone-3 (1000um-full depth). Nonparametric statistical tests investigated differences in bone measurements by location within an implant and implant type (Friedman's Variance and Kruskal-Wallis). Post-hoc Dunn tests were completed for subsequent pairwise comparisons. Spearman's rank correlation identified correlations between bone measurements and patient related variables (implantation time, age, height, weight, UCLA Activity Score). Statistical analyses were performed using PASW Statistics package. Results. BA/PA was not significantly different between acetabular shells (3.6±3.3%) and femoral stems (5.8% ± 3.9%, p=0.068). Extent of ingrowth was similar between shells (42 ± 28%) and stems (47±26%, p=0.825). Acetabular shells (76±23%) and stems (82±23%, p=0.707) had a similar maximum ingrowth depth. There were 9 shells and 2 stems (Figure-2) with full bone ingrowth into the porous tantalum substrate. When bone did not bridge the entire depth, a superficial layer of dense trabecular bone integrated with the porous layer was often observed. Localized regions of increased ingrowth were observed around screw holes. BA/PA in the superior region (4.1±2.4%) of the acetabular shells was significantly higher than in the inferior region (2.0±2.1%, p=0.047, Figure-3). Acetabular shells BA/PA in Zone-1(10.8%) was significantly higher than Zone-2 (4.9%, p=0.013) and Zone-3 (1.6%, p<0.001). BA/PA was significantly higher in Zone-1 (10.8%) than Zone-3 (2.3%, p=0.043) for femoral stems. There were no correlations between patient variables and bone measurements. Discussion. Our results demonstrate that bone ingrowth in porous tantalum hip components is concentrated in the superficial 500 um (Zone-1). This may provide the opportunity to reduce the thickness of the porous layer thus conserving more bone in future designs. Bone ingrowth in the acetabular shells was preferentially located around screw holes and superior region, similar to previous studies of other cementless designs. Only 40% of analyzed acetabular shells had implantation times greater than 2 years. Further work focused on longer term retrievals will increase understanding of the bone-implant interface. This study was supported by Zimmer and NIH (NIAMS) R01 AR47904