The matrix of articular cartilage undergoes degenerative changes in osteoarthritis which involve a number of matrix molecules. The structural and mechanical integrity is organized around the composite collagen II, IX, XI fibrillar organization. The small proteoglycan decorin that binds to these fibrils may influence their structure and mechanical properties. Aggrecan interacts indirectly via hyaluronic acid and possibly directly through unknown mechanisms. When collagen is cleaved at the articular surface in early osteoarthritis, decorin and aggrecan are lost. Increases in decorin and aggrecan content occur deeper in the cartilage. This is accompanied by evidence for increased formation of collagen fibrils and increased degradation and synthesis of aggrecan and type II collagen. The net contents of these proteoglycan per tissue do not, however, change until advanced degeneration occurs. These degradative processes are likely catalyzed by metalloproteinases and cysteine proteases. Cartilage exhibits significant capacity for remodelling which may be enhanced by therapeutic management of this process.