The cartilaginous matrix in the growth plate of the proximal tibia of rats is subdivided into various compartments according to criteria established by electron microscopic examination. In conventionally fixed specimens, the arrangement of collagen fibrils was analyzed by transmission and scanning electron microscopy. Distribution of proteoglycans and relations between matrix and cells were studied after fixation in media containing cationic dyes. Matrix compartments are best characterized by the density and arrangement of their collagen fibrils. On the other hand, proteoglycans are distributed almost homogenously all over the matrix. Each chondrocyte is surrounded by a thin envelope of proteoglycans, the pericellular matrix. Adjacent to this is a layer dominated by the content and order of its collagen fibrils, the territorial matrix. Its inner part covers the pericellular matrix with a thin net of intersecting fibrils. The outer part unites the cells of each column by a sheath of tightly packed longitudinal fibrils. This distinction is only possible in the longitudinal parts of the territorial matrix, whereas in the transverse septa both layers fuse into a common network. The interterritorial matrix is interposed between the columnar units and thus represents the central part of the longitudinal septa. Mineralization is restricted to the interterritorial matrix and matrix vesicles are coincidentally found in the same compartment. During growth, this structural organization undergoes a permanent and relatively fast remodeling, a process that is discussed in view of possible cell matrix interactions.