Background: Osteoarthrosis (OA) of the knee afflicts millions worldwide. Total Knee Arthroplasty (TKA) is common, but associated with substantial cost and morbidity. Prior studies of intra-articular injection of fat, bone marrow aspirate (BMA), and platelet rich plasma (PRP) have shown clinical benefit. We hypothesized that injection of autologous adipose tissue, BMA, and PRP would provide significant benefit for patients with moderate knee OA resulting in avoidance of total knee arthroplasty (TKA) in most, with discontinuance of NSAIDs and other drugs. Methods: 42 TKA candidate patients (47 knees) with moderate (Kellgren-Lawrence 2 and 3) knee OA who had failed conservative treatment had autologous adipose tissue, BMA, and PRP injection as an alternative to TKA in office using only local anesthetic. Patients had discontinuance of all nonsteroidal anti-inflammatory medicines (NSAIDs) and other analgesics, except acetaminophen, prior to treatment. Patients were evaluated with Knee injury and Osteoarthritis Outcome Score Physical Shortform (KOOS-PS), Western Ontario and McMaster Universities Osteoarthritis Index (WOMAC), and Single Assessment Numeric Evaluation (SANE) prior to treatment, and at 6 months, 1, and 2 years after treatment. Results: Follow up exceeded 80% at all time points. There were no significant adverse events. TKA was avoided in 97% at one and 86% at two years after treatment. Mean SANE, KOOS-PS, and WOMAC scores significantly improved at 6 months, 1, and 2 years post-treatment. WOMAC and SANE scores were higher at two versus one year post-treatment. Conclusions: Combined fat, BMA, and PRP injection is a safe and effective treatment for moderate knee OA, with reliable avoidance of TKA and possible continued improvement at two year follow-up.