Using the transmission electron microscope, we sought to describe the morphology of thallium sulfate-induced chondrodystrophy in chick embryos. There was cell death and degeneration in all zones of growth cartilage, but the cells and matrix of the hypertrophic zone were the most severely affected. Ultrastructural changes of the hypertrophic chondrocytes consisted of alteration of the cytoplasmic contents and of the intercellular matrix; the cell membrane was smooth and without cytoplasmic extensions. The cytoplasm was filled with dilated rough endoplasmic reticulum, vacuoles of varying sizes and contents, and lipidlike bodies with electron-dense granules; mineral crystals, collagen, and degenerating mitochondria were present. The matrix showed only spotty calcification and a reduced number of dense bodies, vesicles, and granules. The cells appeared to have failed to exteriorize cell products across the plasmalemma. Failure to exteriorize cell products and to form cytoplasmic processes reduced the number of potential nucleation sites for calcification. The ultrastructure of osteocytes was much less affected.