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Lean mass (LM) and fat mass (FM) are closely related to bone mass (BM) in post-menopausal women, although their relative importance is unclear. Angiogenic factors which control angiogenesis may influence BM, LM and FM. The aim of the study was to compare the contribution of LM and FM to bone mineral density (BMD) and the association between these tissues and circulating angiogenic factors. The study population comprised of 392 post-menopausal women aged mean [SD] 61.8 [6.4] years. BMD was measured at the lumbar spine (LS), neck of femur and total hip (TH) by dual-energy X-ray absorptiometry (DXA). DXA scan was also used to determine LM and FM. Angiopoietin-1 and 2 (ANG-1, ANG-2) were measured by sandwich enzyme-linked immunosorbent assay. Following adjustment for confounders, significant positive independent associations were seen between LM with BMD at all skeletal sites (TH: p < 0.0001) and FM with BMD at the hip sites (TH: p = 0.004). When BMD and LM were regressed against the angiogenic factors, positive associations were seen between ANG-2 with LM (p = 0.002) and LS BMD (p = 0.05). Negative associations were observed between the ratio of ANG-1/ANG-2 with LS BMD (p = 0.014), TH BMD (p = 0.049) and LM (p = 0.029). FM and fat distribution (android/gynoid fat ratio) were negatively associated with ANG-1 (p = 0.006) and ANG-2 (p = 0.004), respectively. ANG-1 and ANG-2 may be involved in the maintenance of bone, muscle and fat mass. [ABSTRACT FROM AUTHOR]