Temporomandibular disorders arised from joint itself was caused by inflammation or mechanical irritation of the retrodiskal tissues. Histologic changes of the retrodiskal tissues of temporomandibular joint(TMJ) internal derangement, such as inflammatory cell infiltration, hyalinization, myxoid change, fatty change, arterial obliteration, and so on, were reported, but relationships between magnetic resonance imaging(MRI) findings and histologic findings of the retrodiskal tissue were few reported. The purpose of this study was to find histologic changes of the retrodiskal tissues for status of joint and joint effusion in MRI of the temporomandibular joint which had surgical treatment. Materials were surgically treated 52 temporomandibular joints with internal derangement or osteoarthritis in TMJ clinic, Yongdong Severance Hospital. All joints were confirmed by magnetic resonance T1- and T2-weighted imagings bofere surgery. Status of joint was categorized by normal position, disc displacement with reduction, disc displacement without reduction, disc displacement without reduction associated with osteoarthrosis using preoperative MR T1-weighted images. Magnetic resonance evidence of joint effusion was observed in T2-weighted images and classified by its amount; degree 0(not observed), degree 1(small amount), degree 2(moderate amount), degree 3(large amount). Histologic features were observed whether the retrodiskal tissue has inflammatory cell infiltration, myxoid change, hyalinization, chondroid metaplasia and arterial obliteration. The distribution of elastic fibers were also observed. The results were as follows; 1. Inflammatory cell infiltration was not observed in any retrodiskal tissues. 2. MRI findings such as status of joint and evidence of joint effusion did not have significant relationship with myxoid change, hyalinization, chondroid metaplasia, arterial obliteration of the retrodiskal tissues. 3. Hyalinization and chondroid metaplasia were found in 8 joints(15.4%) and 5 joints(9.6%). All of them were found in disc displacement without reduction and disc displacement without reduction associated with osteoarthrosis. 4. Arterial obliteration was observed more frequently in disc displacement without reduction(55.6%) than disc displacement without reduction associated with osteoarthrosis(28.6%). Further studies with proper controls and more materials will be necessary.