This report describes the biopsy findings in four of 30 patients treated with cadaver osteochondral shell allografts for osteoarthritis in the knee. This study demonstrates that graft cartilage cells can survive in excess of 25 months, and that host bone can completely replace graft bone by creeping substitution. An inflammatory reaction in synovium and bone marrow was found in only one of four cases. Graft failure was related to prolonged down time of donor cartilage in one case and mechanical factors related to osteoarthritis in the apposing femoral surface in other cases. The clinical success of these grafts is attributed to the prolonged viability of cartilage cells, the capacity of host bone to join graft cartilage without histologic reaction, and the host's immunologic tolerance, which obviates the need for immunosuppressive therapy.