Rheumatoid joint destruction is caused by (1) enzymatic digestion from articular surfaces of cartilage, (2) pannus formation, and (3) lysis of the matrix by activated chondrocytes. Pannus, a vascular and fibrous granulation tissue arising from the perichondral synovial membrane, extends onto cartilage surfaces as a layer of morphologically quiescent fibroblastic mesenchymal cells. Pannus subsequently starts invasion into cartilage matrix with the appearance of macrophagelike cells. Synovial mesenchymal cells are thought to play important roles in the pathogenesis of rheumatoid joint destruction in relation to la expression and antigen presentation as well as the elaboration of inflammatory cytokines such as interleukin (IL)-1, IL-6, and tumor necrosis factor-alpha. By experimentally inducing antigen-induced arthritis in H-2-c-fos transgenic mice whose immunoglobulin G antibody response against immunizing antigen was defective, the investigators produced destructive arthritis without lymphocyte infiltration. The only cells invading the joints in these mice were similar to a previously recognized subset of human synovial cells that had a mesenchymal appearance. These mesenchymal cells invaded the cartilage matrix upon in vitro culture. The role of synovial mesenchymal cells in the pathogenesis of rheumatoid joint destruction is discussed.