There is little information on the distribution of osteocytes within the individual cortical osteon, but using direct 3-D imaging in a single subject, Hannah et al. found a gradient with a two-fold higher density of cells adjacent to the cement line compared to near the canal. Since a limiting factor for bone formation might be the availability of osteoblasts due to their recruitment as osteocytes, we studied distributions of osteonal osteocytes in frozen sections of the femoral neck cortex. Osteocytes were stained with an anti-sclerostin antibody and counter-stained with toluidine blue. Adjacent sections were stained for alkaline phosphatase (ALP). Each osteonal osteocyte was categorised as being sclerostin-positive (scl+) or negative (scl-). ImageJ was used to measure the perimeter and area of each osteon and canal, while special purpose routines were used to measure the minimum distances of each osteocyte from the cement line and the canal. Canal area was strongly correlated with osteon area. Osteocytes were most dense close to the cement line; and their areal density within the matrix declined up to three-fold between the cement line and the canal, depending on osteon diameter. Large and small osteons had similar densities of osteocytes close to the cement line, but fractured neck of femur cases had significantly lower densities of osteocytes close to the canal. Higher osteocyte density close to the canal was associated with ALP expression. It is concluded that entombment of osteocytes newly drawn from the osteoblast pool into the mineralising matrix is independent of preceding bone resorption depth. As osteonal infilling proceeds, osteocyte formation declines more rapidly than matrix formation, leading to a progressive reduction in osteocyte density. A shrinking supply of precursor osteoblasts due to previous osteocyte recruitment, apoptosis, or both could produce this effect. In a statistically significant contrast, sclerostin negative osteocytes adjacent to the canal had the expected effect of reducing canal size in controls but this was not seen in hip fracture. This demonstrated the failure of osteonal osteoblasts to sustain bone formation through a complete remodelling cycle in osteoporosis, perhaps due to insufficient osteoblasts remaining capable of mineralized matrix formation. The failure of osteocytic sclerostin suppression to associate with bone formation in these osteons might alternatively be explained by downstream interference with sclerostin's effect on wnt signalling.