During normal growth of the rat ulna, bone is resorbed from the medial periosteal surface. This occurs as part of the modeling process by which the bone achieves its adult shape. By attaching strain gauges to the ulnae of rats in vivo, we measured the strains imposed on that surface of the bone during normal locomotion. We then applied mechanical loads to the ulnae of other rats in vivo for 6 consecutive days, inducing strains approximately double those we had measured. Fluorochromes were given on the 1st and 5th days. The histology of the medial ulnar periosteal surface was correlated with the amount of fluorochrome incorporation and tartrate resistant acid phosphatase (TRAP) activity in serial sections. In the nonloaded ulnae, the surfaces were lined with bone resorbing cells. Corresponding areas of the loaded bones were lined with osteoid and osteoblasts. There was insignificant label incorporation in the nonloaded bones but almost continuous label incorporation in the corresponding regions of the loaded bones, which was significantly different from the nonloaded bones. TRAP activity of the periosteal cells in the loaded bones was significantly less than in the nonloaded limbs. It is widely acknowledged that loading induces bone formation, and this implies that it also has the ability to inhibit resorption. However, to date there has been little direct evidence for the inhibition of resorption in vivo by mechanical loading. The changes we have observed are similar to the sequence of cellular events that occur during the reversal phase of bone remodeling, in which osteoclastic resorption ceases and osteoblasts are recruited and begin formation. This model may help increase understanding of that process.