We and others have shown earlier that porous beta-tricalcium phosphate (TCP) (Cerasorb) can be used in patients to augment the maxillary sinus floor prior to placement of oral dental implants. To better understand the transformation of TCP particles into bone tissue, we analyse here the appearance of cells with osteogenic or osteoclastic potential in relation to these particles. In biopsies taken at 6 months after sinus floor augmentation we observed bone growth into the TCP particles but also replacement by soft connective tissue. To identify possible osteoprogenitor cells in this tissue, histological sections were immunostained with an antibody to Runx2/Cbfa1, an essential and early transcription factor for osteoblast differentiation. The osteogenic potential of cells was further confirmed by immunostaining for bone sialoprotein (BSP) and osteopontin (OPN). Other sections were stained for Tartrate Resistant Acid Phosphatase (TRAP) activity to identify cells with osteoclastic capacity. Runx2/Cbfa1 positive connective tissue cells were found in abundance throughout and around the TCP particles, even at a distance of several millimetres from the maxillary bone surface. About 95% of the cells found within TCP particles stained positive for Runx2/Cbfa1. Fewer cells stained positive for BSP and OPN, suggesting more mature osteoblastic properties. Mono- and binucleate TRAP-positive cells, but no multinucleate TRAP-positive osteoclasts, were found in the soft tissue infiltrating the TCP and at the surface of the TCP particles. Both the Runx2/Cbfa1 positive and the TRAP-positive cells decreased apically with increasing vertical distance from the maxillary bone surface. This data suggests that the TCP particles attract osteoprogenitor cells that migrate into the interconnecting micropores of the bone substitute material by 6 months. The lack of large multinucleate TRAP positive cells suggests that resorption of the TCP material by osteoclasts plays only a minor role in its replacement by bone. Chemical dissolution, possibly favoured by a high cell metabolism in the particles, seems the predominant cause of TCP degradation. The abundance of Runx2/Cbfa1 positive cells would indicate that with a greater time of healing there will be further bone deposition into these particles.