Objective: To study the adaptive changes in the bilaminar zone (BZ) of the temporomandibular joint (TMJ) following disc displacement (DD). Materials and Methods: Thirty Japanese white rabbits were used in this study. The right joints of 24 rabbits were subjected to surgical anterior DD. The sections were studied using hematoxylin and eosin, alcian blue and resorcin-fuchsin staining techniques, and in situ detection of apoptosis. Results: Apoptotic chondrocytes in BZ were most obvious 1 or 2 weeks after the operation. The following changes could also be found in BZ by microscopy: derangement, fragmentation, hylination of collagen fibres and diminution in the number of cells. Elastic fibres reduced in number and ran irregularly. Chondrocytes were found in BZ. Typical cartilage could be found after 6 weeks on the surface of or inside the BZ. Conclusion: Results showed that the BZ will be remodeled following DD and become a disc-like tissue. So, the BZ may function as a disc after DD.