Bisphosphonates (BPs) inhibit osteoclast-mediated bone resorption. They also protect from cancer-induced osteolysis and inhibit breast cancer growth in vitro. Some breast cancer cell lines, however, are relatively resistant to the growth inhibitory effects of BPs. We studied the mechanism of BP resistance in human MDA-MB-231 breast cancer cells. We show that both pyrophosphate-resembling (p-) and nitrogen-containing (n-) BPs induce activation of p38 mitogen activated protein (MAP) kinase pathway in MDA-MB-231 cells in vitro. MDA-MB-231 cells stably expressing a dominant negative form of the p38 MAP kinase (p38/AF) exhibited a dramatic increase in growth inhibition in response to BPs in vitro, compared to control cells. SB203580, a specific inhibitor of the p38 MAP kinase, also augmented BP-induced growth inhibition of parental MDA-MB-231 cells. Similar results were obtained also in murine macrophage-like J774 cells in vitro. Finally, no BP-induced phosphorylation of p38, or augmentation of BP-induced growth inhibition by SB203580 were detected in MCF-7 or HCC38 breast cancer cells, which are more sensitive than MDA-MB-231 cells especially to n-BP induced growth inhibition. In conclusion, these results suggest that BPs activate the p38 pathway in MDA-MB-231 and J774 cells. This activation may be associated with increased survival or proliferation because inhibition of p38 augments BP-induced growth inhibition. These findings may apply to the development of novel approaches for the treatment of breast cancer.