To determine the histopathologic correlates of alterations in the rotator cuff at magnetic resonance (MR) imaging, 13 cadaveric shoulders (in subjects aged 26-83 years at the time of death) underwent MR imaging in the coronal oblique plane at 1.5 T with proton-density- and T2-weighted spin-echo sequences. Areas corresponding to sites of MR imaging alterations were then examined histologically. Increased signal intensity on proton-density-weighted images (without further increased signal intensity on T2-weighted images) and an indistinct margin at the articular side of the supraspinatus tendon corresponded to eosinophilic, fibrillar, and mucoid degeneration and scarring. Areas of increased signal intensity on T2-weighted images were associated with severe degeneration and disruption of the supraspinatus tendon. Although other authors have suggested that certain MR findings are indicative of tendinitis, the histologic data in this study were not those of active inflammation but rather tendon degeneration.