Gonadal hormone deficiency following ovariectomy and skeletal unloading by limb immobilization are useful models of osteopenia. The purpose of this study was to compare changes in cortical bone after ovariectomy (OVX) or immobilization (IMM) for 6 and 12 weeks. Comparisons were also made when rats were ovariectomized or immobilized for 6 weeks and then immobilized (OVX/IMM) and ovariectomized (IMM/OVX), respectively, for 6 more weeks. Tibias and femurs were collected and static and dynamic cortical bone indices were determined by morphometric methods. Femurs from animals OVX or IMM for 12 weeks were tested for bone stiffness by torsional testing. Six and 12 weeks after OVX, there were increases in the periosteal perimeter, cortical area, and periosteal bone formation indices, indicating that ovariectomy increased modeling-dependent bone gain on the periosteal envelope, relative to controls. Contrarily, 6 and 12 weeks after IMM, there were decreases, compared with controls, in periosteal perimeter, cortical bone area, and periosteal bone formation indices. This indicates that immobilization decreased modeling-dependent bone gain on the periosteal envelope. These differences in modeling between the animals that were OVX and IMM resulted in a smaller cortical width and minimum cortical width in the IMM compared with the OVX animals. There were significant decreases in cortical bone stiffness and minimum cortical width at the fracture site following mechanical testing in the animals IMM for 12 weeks. Both ovariectomy and immobilization increased endocortical resorption surface, endocortical perimeter and expansion of the marrow cavity. Because of suppressed periosteal bone formation with increased endocortical resorption, immobilization had a greater effect on bone loss and decreased bone stiffness than did ovariectomy. In the OVX/IMM or IMM/OVX groups, there were changes that reflected both conditions. Immobilization mitigated the increase in periosteal bone formation but tended to augment endocortical resorption following ovariectomy. These results show that ovariectomy and immobilization have envelope-specific effects on rat cortical bone.