A combined light and electron microscopic study recorded the developing degenerative changes in the hip joints of dogs with spontaneous joint disease. Synovium from joints with normal articular cartilage contained 33% type A and 64% type B cells. The 1st evidence of articular cartilage degeneration was loss of the surface amorphous layer and disruption of collagen fibrils. In the face of the earliest focal cartilage defects, the number of type A cells decreased (P less than 0.01) and remained low. Necrotic synoviocytes and synoviocytes of uncertain type increased as articular cartilage lesions progressed. The earliest pathologic changes in the synovium and the articular cartilage surface were evident only on ultrastructural examination.