Subchondral signal abnormalities are often present on magnetic resonance (MR) images of patients with osteoarthritis, but no study correlating these changes with histopathology has been published. We selected nine consecutive patients with clinical and radiographic diagnosis of moderate to severe osteoarthritis of the knee scheduled to undergo joint replacement surgery, and performed MR imaging and conventional radiographs preoperatively. After surgery, the resected portions of the femur and tibia underwent gross and microscopic examination, and the findings were correlated with the corresponding findings on the imaging studies. Subchondral MR signal abnormalities of the femur or tibia were present in seven of the nine patients, with intermediate signal on T1-weighted images and low or isointense signal on T2-weighted images. The subchondral signal abnormalities were hemispherical in configuration and corresponded predominantly to fibrous tissue replacing the fatty marrow. A component of trabecular thickening was also present.