Age-related osteoporosis is accompanied by an increase in marrow adiposity and a reduction in serum insulin-like growth factor-1 (IGF-1) and the binding proteins that stabilize IGF-1. To determine the relationship between these proteins and bone marrow adiposity, we evaluated the adipogenic potential of marrow-derived mesenchymal stromal cells (MSCs) from mice with decreased serum IGF-1 due to knockdown of IGF-1 production by the liver or knock-out of the binding proteins. We employed 10 -16-week-old, liver-specific IGF-1-deficient, IGFBP-3 knockout (BP3KO) and acid-labile subunit knock-out (ALSKO) mice. We found that expression of the late adipocyte differentiation marker peroxisome proliferator-activated receptor ␥ was increased in marrow isolated from ALSKO mice. When induced with adipogenic media, MSC cultures from ALSKO mice revealed a significantly greater number of differentiated adipocytes compared with controls. MSCs from ALSKO mice also exhibited decreased alkaline-phosphatase positive colony size in cultures that were stimulated with osteoblast differentiation media. These osteoblast-like cells from ALSKO mice failed to induce osteoclastogenesis of control cells in co-culture assays, indicating that impairment of IGF-1 complex formation with ALS in bone marrow alters cell fate, leading to increased adipogenesis.In bone marrow (BM), 3 cell fate determination is dependent on the local microenvironment. Cell-cell interactions, hormones, and cytokines all play a role in establishing the timing and magnitude of lineage commitment and cellular differentiation into adipocytes, osteoblasts (OBs), or osteoclasts (OCs).OCs and OBs, cells that are essential for bone remodeling, differentiate from stem cells of hematopoietic and mesenchymal origin, respectively (1). Marrow adipocytes are also thought to arise from mesenchymal precursor cells. Interestingly, osteoclastogenesis is closely associated with both osteoblastogenesis and adipogenesis. In the former, OBs produce receptor activator of the NF- ligand (RANKL) and osteoprotegerin, two critical factors in the OC differentiation scheme. In the latter, mature adipocytes secrete adipokines and cytokines that promote OC recruitment and differentiation (2). Moreover, in many circumstances, commitment of mesenchymal stromal cells (MSCs) down the adipogenic lineage precludes OB differentiation. Thus, several lines of evidence support the tenet that osteoclastogenesis is related to adipogenesis in the BM (3, 4).Increased osteoclastogenesis and BM adiposity are hallmarks of age-related osteoporosis, a syndrome associated with rapid bone loss and architectural deterioration that predisposes individuals to fracture (5). Significant reductions in serum insulinlike growth factor (IGF-1) levels and osteogenesis are also associated with aging (6, 7). However, the relationship between bioavailable IGF-1 and BM cell fate is largely unknown. Recent studies in animal models and humans have demonstrated an important role for the growth hormone/IGF-1 axis in bone growth and remod...