Aims: The modes of failure of bipolar arthroplasty and outcomes following revision surgery have not been described. Methods: 7 patients (2f, 5m) who previously underwent bipolar arthroplasty were treated with revision surgery. Patient self-assessment was obtained pre- and postoperatively with a satisfaction survey, SF-36, SST, ASES scores, and preoperative/postoperative x-rays. Results: Modes of failure included rotator cuff failure 6/7, superior arch deficiency (4/7) and glenoid erosion (3/7). Revision surgery was performed to reconstruct instability, resurface eroded bone and repair available rotator cuff tissue. Anterior superior arch deficiencies were all revised to a semiconstrained reverse prosthesis. Other patients (3/7) were revised to unconstrained TSA. In this group, additionally soft tissue reconstructions were performed. ASES scores improved from 33 preoperatively to 55.5 postoperatively (P < 0.05). The mean SF 36 domains for PHC improved from 33.9 to 38.4 (P < 0.05). The mean VAS score for pain improved from 5.9 to 2.9 (p< 0.05). Mean active elevation increased from 60° to 78°. External rotation improved from 45° to 60°. 80% reported excellent/good, 20% reported satisfactory and none reported unsatisfactory outcome. Complications included 2 patients with recurrent instability. Conclusion: Revision shoulder arthroplasty following failure of a bipolar prosthesis requires reconstructive options of a semiconstrained prosthesis and conventional TSA with complex soft tissue reconstructions. Soft tissue problems such as superior arch deficiency and rotator cuff tears are the most common mode of failure. Patients may be improved from pain but limited improvement of shoulder function is to be expected