Thirteen total hip replacements with titanium alloy femoral components required revision for loosening at an average of two years after implantation. At revision the soft tissues around the implant were darkly stained and a proliferative membrane had invaded the cement-bone interface. The femoral components showed polishing of parts of their shot-blasted surfaces. Histology showed a fibroblastic reaction with abundant titanium lying free and within histiocytes, and a scanty foreign-body giant-cell reaction. Surface analysis of the removed femoral components and chemical analysis of the excised tissues is described. Tissue reaction in response to the metal-wear debris may have contributed to the early failure of these implants.