Rabbit knee joint osteoarthritis was induced by intraarticular injections of a 10% sterile NaCl solution. Within 30 days the synovial membrane had undergone hyperplasia resulting in activated synovial fibroblasts. Transitional forms of synoviocytes as well as activated synovial macrophages were a very common finding. At 60 days a thickening of the synovial intima was perceptible. Most of the synoviocytes were of the fibroblast type. Transitional cell forms abounded. An increase in collagen fibres and capillaries of the fenestrated type occurred in the intercellular spaces. In the deep layer collagen bundles had formed between which activated fibroblasts and macrophages were noticed. The described changes point to an active participation of the synovial membrane in the destruction of articular cartilage in osteoarthritis.