Osteoarthritis is a noninflammatory degenerative disease affecting the articular surfaces and is accompanied by remodeling of the underlying bone. The sympotms of osteoarthritis of the temporomandibular joint are pain in the joint and muscles of mastication, limitation. Osteoarthritis is generally accepted that several factors can contribute to the trauma, aging process, internal derangement and MPDS. Radiographic features of the osteoarthritis are seen flattening of joint, sclerosis on flattened area and osteophyte or anterior lipping. In the past, osteoarthritis was considered to self-limiting disease. Currently, synovial chondromembrane is part of the process of osteoarthritis secondary to trauma. Synovial chondromatosis is an uncommon disease of cartilaginous transformation of synovial membrane with formation of loose bodies within the joint space. The pathogenesis is more an active metaplastic than a neoplastic process. The cause of synovial chondromatosis is unknown. Although trauma and inflammation have all been cited as possible factors in tis pathogenesis. The clinical sign and symptoms are unilateral swelling of the joint region, pain in the joint area and crepitus seem to be the most reliable signs and symptoms. Radiographic evidence of loose bodies may or may not be present. This is a case report of 66 year old female with synovial chondromatosis, that is advanced disease of the osteoarthrits. We treated patient with surgical excision of lose bodies, diskectomy and synovectomy. The defected articular fossa area was reconstructed with temporalis fascia flap. The result was satisfactory.