The role of proteinases in extracellular matrix remodeling during the developmental program of bone, cartilage, muscle, and epithelial differentiation in the mandibular arch during embryogenesis was investigated. ECM changes accompany morphogenesis during development. The most dramatic changes occur during development of bone and cartilage. The expression of matrix metalloproteinases (MMPs) was altered by regulating expression of MMPs by growth factors, by inhibiting MMP activity, and by genetic ablation of MMPs. The data point to critical roles for MMPs in cartilage development and endochondral bone formation. MMPs appear to regulate not only ECM degradation but also programmed cell death, cell migration, and invasion during these morphogenic processes. The data suggest that matrix metalloproteinases play a pivotal role in the morphogenesis of structures derived from epithelium (oral sulcus), somitic mesoderm (tongue), and cranial neural crest (Meckel's cartilage).