The study objective was to determine the tissue response to polyethylene and/or titanium particles and the role that these play in peri-prosthetic osteolysis in a rabbit model of implant failure. Twenty-two mature rabbits were used. Unilateral tibial arthroplasty was performed on all of them. The test animals received implants that were intentionally rotationally unstable with reference to the host tibia in order to create a model of failure. The test rabbits were divided into three groups. Group 1 consisted of seven rabbits in which only the carrier was implanted. Group 2 consisted of seven rabbits that received only polyethylene particles suspended in the carrier. Group 3 consisted of eight rabbits that received a mixture of polyethylene and titanium alloy particles suspended in the carrier. The rabbits were sacrificed at 6 months post surgery. The entire knee, together with the immediately surrounding soft tissue, was retrieved. The position of the implant in each rabbit was assessed with reference to its alignment to the tibia. The number of inflammatory, foreign-body reactive cells, the presence of neovascularization, edema, and necrosis in the periprosthetic zones were recorded and assessed in a qualitative and semiquantitative manner. Quantitative histomorphometry was used to determine the proportion of implant surface that interfaced with osseous or fibrous tissue. Also assessed was the thickness and maturity of the fibrous tissue and the endosteal remodeling activity in the peri-implant bone counting both osteoclastic and osteoblastic activity. The results showed that implanted particles and misalignment of the implants combined to produce peri-prosthetic bone resorption. Bone resorption was found to be proportional to the degree of misalignment. The animals that received combined polyethylene/titanium particles had a greater degree of foreign-body and inflammatory response with osteolysis than the other groups. The combination of bio-material particles (polyethylene and titanium alloy) produced a greater degree of bone resorption than the single biomaterial particles (polyethylene). The amount of bone resorption surrounding the implant was directly proportional to the degree of misalignment of the implant.