A link between bone blood flow and osteoporosis may exist. Outside of the spine, the proximal femur is the most common site of osteoporotic fracture and is also an area prone to avascular necrosis and fracture nonunion. This study of the proximal femur investigates the relationship between BMD, bone marrow fat content, bone perfusion, and muscle perfusion. One hundred twenty healthy female subjects (mean age, 74 yr; age range, 67–89 yr) underwent DXA examination of the hip, proton MR spectroscopy, and dynamic contrast-enhanced MR imaging of the right proximal femur, acetabulum, and adductor thigh muscle. In all bone areas examined (femoral head, femoral neck, femoral shaft, acetabulum), perfusion indices (maximum enhancement, enhancement slope) were significantly reduced in subjects with osteoporosis compared with subjects with osteopenia or normal BMD. Adductor muscle perfusion was not affected by change in BMD. As marrow perfusion decreased in the proximal femur, marrow fat increased (r = 0.827). This increase in fat content seemed to account for the decrease in marrow perfusion more than a reduction in BMD. For normal BMD subjects, perfusion parameters in the femoral head were one third of those in the femoral neck or shaft and one fifth of those in the acetabulum. Perfusion throughout the proximal femur is reduced in osteoporotic subjects compared with osteopenic and normal subjects. This reduction in perfusion only affects bone and not those tissues outside of bone with the same blood supply. As bone perfusion decreased, there was a corresponding increase in marrow fat.