Although periprosthetic changes after THA have been well documented in short-term studies of less than 5 years, little is known about long-term changes. Long-term mineral changes must be evaluated against an unaffected limb control and for regional differences about a prosthesis. This study evaluated long-term periprosthetic remodeling using dual-energy xray absorptiometry in a prospective study of patients who had noncemented THAs with a modular titanium alloy proximal-loading prosthesis. In 15 randomly selected patients, bone mineral content was measured within 15 months of surgery and then at late mean followup of 13 years. In the affected femur, there was a major decrease in periprosthetic bone mineral content in Zones 1, 2, 6, and 7 (Gruen et al.) over the course of the study. The overall decrease in Zone 7 was 39% in bone mineral content. Estimates made after controlling for the contralateral unaffected femur indicate a major loss only in Zone 7 and preservation of mineral content in Zones 3, 4, and 5 of the proximal femur. The data suggest bone remodeling maintains the overall structural integrity of the upper femoral shaft.