Maternal skeletal mineral lost during lactation is rapidly restored after weaning. The purposes of this study were to determine when increases of bone formation occur after weaning, whether the expanding osteoblast population is derived from proliferating progenitors, and to relate these skeletal changes to known endocrine events at weaning. Female rats were allowed to complete one reproductive cycle. Half of these rats were mated a second time and allowed to lactate for 20 days. The other half served as an age-matched, normal estrus cycling comparison group. One day after weaning, the dams and their comparison group were given four injections of bromodeoxyuridine (BrdU) at 8-h intervals. Indices of bone formation and the kinetics of BrdU-labeled cells were measured in lumbar vertebral cancellous bone. At 2 days after weaning, cancellous bone formation rates were substantially greater than those in the nonmated rats. Indices of bone formation more than doubled from the second to seventh day after weaning. At 25 h after the first BrdU injection in the postweaned rats, considerable numbers of labeled cells were observed on or near the bone surface, with about 17% of the osteoblast population labeled. Labeled osteoblasts peaked at 20%–24% compared with 4% in the normal estrus cycling group. Immediately following weaning, there is a profound increase in the osteoblast population in maternal cancellous bone. Many, if not most of these newly formed osteoblasts were derived from proliferating progenitors. It is possible that the endocrine milieu of lactation expands or primes the osteoprogenitor pool for this rapid anabolic phase.