Bone resorption and remodeling are characteristic of chronic otitis media with and without cholesteatoma and otosclerosis. The consequences of this remodeling process may be hearing loss, repeated infection, vestibular disturbance, or intracranial complications. Evidence of osteoclastic bone resorption was found in surgical specimens of 11 of 24 cases of cholesteatoma, two of three cases of chronic otitis media, and three of ten cases of otosclerotic stapes; all three spongiotic lesions had osteoclasts. With careful serial sectioning these cells are almost always multinucleate and have the typical appearance of osteoclasts with ruffled borders. Some specimens had evidence of bone erosion in the absence of osteoclasts; this finding represents an inactive phase of the remodeling process. Since the osteoclast plays an important role in the resorption and remodeling of bone in these middle ear diseases, the source, physiology, and local control of these cells are of prime importance in investigating the pathophysiology of these diseases. At the present time, the local control of activation and recruitment of osteoclasts, as well as their chemotactic responses, is poorly understood.