Histochemical and ultrastructural techniques were used to examine the cartilage-pannus junction of 49 rheumatoid joints. Whereas 24 showed relatively acellular, fibrous pannus tissue, 25 demonstrated "cellular" junctions with different cell types at sites of erosion. Macrophages and fibroblasts were commonly observed as majority cell types in most specimens, but others showed mast cells, polymorphonuclear leukocytes, dendritic, or plasma cells as the predominant cell type. Some showed local accumulations of different cell types at sites along each junction. Our findings show that the cellular composition at sites of cartilage erosion varies greatly and suggest that cells are subject to turnover and interchange.