The cytoskeleton of the human osteoarthritic synovial lining cell (SLC) consists of an extensive number of vimentin intermediate filaments (IFs) in addition to microfilaments and microtubules. The IFs are especially prevalent in the SLC processes, but are commonly seen in a paranuclear arrangement. Processes, ending in numerous microvilli and blebs, project into the joint space. Scanning electron microscopy (SEM) further reveals the processes that may parallel the synovium surface for a short distance. IFs extend to the termination of such Numerous pinocytotic vesicles and extensive rough endoplasmic reticulum (rER) are characteristic of the type B cells. Lysosomes and long microvilli identify the type A cell. Punctate adherens, gap junctions, and cilia are the cell membrane specializations of the osteoarthritis (OA) synovium. A comparison with synovium from rheumatoid arthritis (RA) patients is made in order to assess the effect o this inflammatory disease on the SLC cytoskeleton, cell type relationship, and cell arrangement. The prominent cytoskeleton appears to play an important role in the architecture of the synovium. Our findings are further presented in the form of a drawing which in some aspects could describe the morphology of the normal synovium.