Obesity is one of the most important causes of metabolic disorders and cardiovascular events. Indeed, while the presence of cerebral small vessel disease (SVD) that includes silent brain infarcts, cerebral white matter lesions, and microhemorrhage increased the risk of stroke > 3-fold, and dementia > 2-fold, respectively, obesity has been identified as a risk factor for SVD. On the other hand, low bone mineral density (BMD), is also recognized as a risk factor for SVD. Whereas obesity is generally associated with high BMD, it has recently been reported that there is a special subtype of osteopenic obesity in which obesity and low BMD coexist. Thus, we hypothesized that this osteopenic obesity is at high risk for SVD. To test this hypothesis, we studied 1531 (641 male and 890 female) old adults aged 65 to 85 years without a history of stroke (Bunkyo Health Study). All subjects underwent dual-energy X-ray absorptiometry, brain MRI, and blood sampling, and they were classified into four groups according to the presence or absence of obesity and osteopenia (men) or osteoporosis (women) diagnosed by the BMD at the hip joint. The mean age of the subjects was 73.0 years. The prevalence of osteopenic obesity was 7.8% and 8.0% for men and women, respectively. While overall prevalence of SVD was 25% in men and 22% in women, the prevalence of SVD in osteopenic obesity was 46% and 42%, respectively. Logistic regression analysis revealed that odds ratio [95% CI] for SVD in control, obesity, osteopenia/osteoporosis and osteopenic obesity were 1.00, 1.203 [0.730-1.982], 0.970 [0.670-1.549] and 3.024 [1.560-5.861] in men and 1.00, 1.452 [0.818-2.575], 1.548 [1.012-2.368], 2.747 [1.489-5.069] in women, respectively. In conclusion, osteopenic obesity was independently associated with the presence of SVD in old adults without a history of stroke. Disclosure N.Ito: None. Y.Yoshizawa: None. H.Watada: Research Support; Boehringer Ingelheim Japan, Inc., Mitsubishi Tanabe Pharma Corporation, LifeScan Diabetes Institute, Eli Lilly Japan K.K., Sun Pharmaceutical Industries Ltd., Teijin Pharma Limited, Taisho Pharmaceutical Holdings Co., Ltd., Ono Pharmaceutical Co., Ltd., Kowa Company, Ltd., Merck Sharp & Dohme Corp., Sanwa Kagaku Kenkyusho, Speaker's Bureau; Mitsubishi Tanabe Pharma Corporation, Taiho Pharmaceutical Co. Ltd., Novo Nordisk, Abbott Japan Co., Ltd., Astellas Pharma Inc., Merck Sharp & Dohme Corp., Kissei Pharmaceutical Co., Ltd., AstraZeneca, Ono Pharmaceutical Co., Ltd., Boehringer Ingelheim Japan, Inc., Sanofi, Sun Pharmaceutical Industries Ltd., Eli Lilly Japan K.K. Y.Tamura: None. H.Kaga: None. Y.Someya: None. H.Tabata: None. S.Kakehi: None. M.Kiya: None. T.Tajima: None. H.Naito: None. Funding Strategic Research Foundation at Private Universities (S1411006); Ministry of Education, Culture, Sports, Science and Technology of Japan (18H03184); Mizuno Sports Promotion Foundation; Mitsui Life Social Welfare Foundation