From a prospective study of patients with MR imaging proven bone marrow edema syndrome of the hip, bone biopsies that were retrieved at core decompression treatment of 32 femoral heads (from 28 men and 3 women; age range, 25-63 years) were evaluated microscopically. The undecalcified microtome sections showed diffuse or spotty areas of interstitial and intrasinusoidal fluid in the marrow cavities, together with fat cell destruction or fibrovascular regeneration or both in exactly the regions exhibiting the magnetic resonance signals for bone marrow edema. The vital bone trabeculae in these edematous regions showed more or less continuous, partly osteoblast covered osteoid seams, and often, formation of irregular woven bone (microcallus), pointing to increased bone formation activity. Preceding or active osteoclastic resorption was rarely seen. Computer assisted bone morphometry revealed age related normal to elevated bone volume densities (above 20% bone volume of tissue volume); thus, no evidence for osteoporosis was present. In addition to increased osteoid volumes, a decreased maximal hydroxyapatite content and a shift to undermineralized bone was found by mineral densitometry of corresponding microradiographs, when compared with age matched femoral heads without bone pathology. These bone mineral changes, but not transient bone loss, could be the explanation for the more or less subtle and transient radiolucency in hips affected by bone marrow edema syndrome. Live trabeculae and active bone formation, however, point to increased repair capacity, which seems the key for the spontaneously reversible course of this syndrome. There is still controversy whether the bone marrow edema syndrome represents a distinct transient disease or an early reversible phase of avascular necrosis, but because of the similarities in histopathology reported for early classic avascular necrosis and bone marrow edema in the literature and in the authors' own material, a common pathophysiology is discussed for these seemingly different diseases.