The septoclast is a specialized, cathepsin B-rich, perivascular cell type that accompanies invading capillaries on the metaphyseal side of the growth plate during endochondral bone growth. The putative role of septoclasts is to break down the terminal transverse septum of growth plate cartilage and permit capillaries to bud into the lower hypertrophic zone. This process fails in osteoclast-deficient, osteopetrotic animal models, resulting in a progressive growth plate dysplasia. The toothless rat is severely osteopetrotic because of a frameshift mutation in the colonystimulating factor-1 (CSF-1) gene (Csf1 tl ). Whereas CSF-1 injections quickly restore endosteal osteoclast populations, they do not improve the chondrodysplasia. We therefore investigated septoclast populations in Csf1 tl /Csf1 tl rats and wild-type littermates, with and without CSF-1 treatment, at 2 weeks, before the dysplasia is pronounced, and at 4 weeks, by which time it is severe. Tibial sections were immunolabeled for cathepsin B and septoclasts were counted. Csf1 tl / Csf1 tl mutants had significant reductions in septoclasts at both times, although they were more pronounced at 4 weeks. CSF-1 injections increased counts in wild-type and mutant animals at both times, restoring mutants to normal levels at 2 weeks. In all of the mutants, septoclasts seemed misoriented and had abnormal ultrastructure. We conclude that CSF-1 promotes angiogenesis at the chondroosseous junction , but that , in Csf1 tl /Csf1 tl rats , septoclasts are unable to direct their degradative activity appropriately, implying a capillary guidance role for locally supplied CSF-1. The majority of skeletal elements, including limb bones, the vertebral column, ribs, pelvis, digits, and the posterior mandible, grow via the process of endochondral ossification in which a cartilage anlage, or model, is first formed and subsequently replaced by bone. 1,2 This is necessitated by the fact that bone, which is rigid, cannot expand interstitially, but can only grow at its surface by bone deposition. To protect the growing cartilage from the rigors of excessive mechanical loading, a secondary ossification center develops to support the articular cartilage of the joint, and the growth cartilage forms into a growth plate across the end of the bone shaft, separating the epiphysis from the metaphysis. 3,4 Chondrocytes in the growth plate proliferate, undergo expansion, or hypertrophy, and drive bone elongation. This process has been well studied and is regulated by complex interactions among many growth factors and morphogens, including Indian Hedgehog, parathyroid hormone-related protein, insulin-like growth factors, and other regulatory