S U M M A R YBecause the development and activity of osteoclasts in bone remodeling is critically dependent on cell-cell and cell-matrix interactions, we used laser confocal microscopy to study the response of osteoclasts to lipopolysaccharide (LPS; 10 g/ml), parathyroid hormone (PTH; 10 Ϫ 8 M), and bisphosphonates (BPs; 1-25 M clodronate or 0.1-2.5 M risedronate) in cultured neonatal calvaria. Following treatment with LPS or PTH ( Ͻ 48 hr), osteopontin (OPN) and the ␣ v  3 integrin were found colocalized with the actin ring in the sealing zone of actively resorbing osteoclasts. In contrast, non-resorbing osteoclasts in BPtreated cultures showed morphological abnormalities, including retraction of pseudopods and vacuolization of cytoplasm. In the combined presence of LPS and BP, bone-resorbing osteoclasts were smaller and the sealing zone diffuse, reflecting reduced actin, OPN, and  3 integrin staining. Depth analyses of calvaria showed that the area of resorbed bone was filled with proliferating osteoblastic cells that stained for alkaline phosphatase, collagen type I, and bone sialoprotein, regardless of the presence of BPs. These studies show that confocal microscopy of neonatal calvaria in culture can be used to assess the cytological relationships between osteoclasts and osteoblastic cells in response to agents that regulate bone remodeling in situ, avoiding systemic effects that can compromise in vivo studies and artifacts associated with studies of isolated osteoclasts. T he modeling and remodeling that occurs throughout the growth and development of bones requires a close coordination between the activities of the boneforming osteoblasts and the bone-resorbing osteoclasts. Loss of cooperativity between these cells can result in the development of an abnormal skeleton and, in the adult, decreased (osteoporosis) or increased (osteopetrosis) bone mass. Regulation of bone remodeling involves systemic control by hormones such as parathyroid hormone (PTH) and 1,25 di-hydroxyvitamin D3 (vitamin D3), and cytokines displaying autocrine and paracrine functions that provide local communication between osteoblasts and osteoclasts. Remodeling of adult bone occurs continuously as a requirement of functional adaptation and for calcium homeostasis. In response to decreased serum calcium, PTH and vitamin D3 restore calcium levels through their effects on the intestine, kidney, and bone. Both PTH and vitamin D3 increase bone resorption by osteoclasts to release calcium through the dissolution of the hydroxyapatite crystals. However, these effects are largely mediated by osteoblastic cells, which express cell surface and steroid receptors for the PTH and vitamin D3, respectively. The activity of osteoclasts is also targeted directly and indirectly by inflammatory mediators during fracture repair and in the formation of bone metastases, as well as in response to bacterial infection. Lipopolysaccharides (LPS) produced by bacteria are potent stimulators of osteoclastic resorption, functioning through