Ultrastructural observations of cartilage from adult sea lamprey, Petromyzon marinus, reveal a highly cellular cartilage with an unusual extracellular matrix. The avascular cartilage is surrounded by a vascular perichondrium, which consists of dense connective tissue containing fibroblasts, collagen fibrils, and microfibrils. The cells (chondrocytes) vary in morphology in different parts of the cartilage in a way that may reflect their state of activity. Chondrocytes within the peripheral cartilage contain tubulo-vesicular structures along the cell surface, an extensive lamellar rough endoplasmic reticulum, and a well-developed Golgi complex with associated vesicles and vacuoles. The presence of material within the Golgi elements that resembles components of the extracellular matrix suggests the involvement of the peripheral chondrocytes in the synthesis and secretion of the matrix components. Chondrocytes within the central cartilage are hypertrophied and contain a pale cytoplasm with a reduced number of organelles that are widely spaced throughout the cell. The appearance of the organelles within these cells suggests that they are not as actively involved in the production of the matrix as those of the peripheral cartilage. The extracellular matrix consists of a dense network of randomly arranged, branched, noncollagenous matrix fibrils 15-40 nm in diameter and varying amounts of electron-dense matrix granules. Due to the unique nature of its extracellular matrix, the cartilage of the lamprey cannot be likened to any of the known vertebrate cartilages and, therefore, must be considered a new type of vertebrate cartilage.