BACKGROUND Current evidence suggests that dual energy X-ray absorptiometry (DXA) scans –conventional method defining osteoporosis – is underutilized and, when used, may underestimate patient risk for skeletal fragility. It has recently been suggested that other imaging modalities may better estimate bone quality, such as the MRI-based vertebral bone quality (VBQ) score, previously associated with vertebral compression fracture risk in patients with spine metastases. PURPOSE To evaluate whether VBQ score is predictive of fragility fractures in a population with pre-existing low bone density and at high-risk for fracture. STUDY DESIGN/SETTING Retrospective single-center cohort. PATIENT SAMPLE Patients followed at a metabolic bone clinic for osteopenia/osteoporosis. OUTCOME MEASURES Radiographically-documented new- onset fragility fracture. METHODS Patients with a DXA and MRI scans at the time of consultation and ≥2-year follow-up were included. Details were gathered about patient demographics, health history, current medication use, and serological studies of kidney function and bone turnover. For each patient, VBQ score was calculated using T1-weighted lumbar MRI images. Univariable and multivariable analyses were used to identify the independent predictors of a new fragility fracture. To support the construct validity of VBQ, patient VBQ scores were compared to those in a cohort of 45 healthy adults. RESULTS Seventy-two (39.1%) study participants suffered fragility fractures, the occurrence of which was associated with higher VBQ score (3.50 vs 3.01; p<0.001), chronic glucocorticoid use (30.6% vs 15.2%; p=0.014), and a history of prior fragility fracture (36.1% vs 21.4%; p=0.030). Mean VBQ score across all patients in the study cohort was significantly higher than the mean VBQ score in the healthy controls (p<0.001). In multivariable analysis, new-onset fracture was independently associated with history of prior fracture (OR=6.94; 95% CI [2.48–19.40]; p<0.001), higher VBQ score (OR=2.40 per point; [1.30–4.44]; p=0.003), higher BMI (OR=1.09 per kg/m 2 ; [1.01–1.17]; p- 0.03), and chronic glucocorticoid use (OR=2.89; [1.03–8.17]; p=0.043). Notably, DXA bone mineral density (BMD) was not found to be significantly predictive of new-onset fractures in the multivariable analysis (p=0.081). CONCLUSION Here we demonstrate the novel, MRI-derived VBQ score is both an independent predictor of fragility fracture in at-risk patients and a superior predictor of fracture risk than DXA-measured BMD. Given the frequency with which MRIs are obtained by patients undergoing spine surgery consultation, we believe the VBQ score could be a valuable tool for estimating bone quality in order to optimize the management of these patients. FDA DEVICE/DRUG STATUS This abstract does not discuss or include any applicable devices or drugs. Current evidence suggests that dual energy X-ray absorptiometry (DXA) scans –conventional method defining osteoporosis – is underutilized and, when used, may underestimate patient risk for skeletal fragility. It has recently been suggested that other imaging modalities may better estimate bone quality, such as the MRI-based vertebral bone quality (VBQ) score, previously associated with vertebral compression fracture risk in patients with spine metastases. To evaluate whether VBQ score is predictive of fragility fractures in a population with pre-existing low bone density and at high-risk for fracture. Retrospective single-center cohort. Patients followed at a metabolic bone clinic for osteopenia/osteoporosis. Radiographically-documented new- onset fragility fracture. Patients with a DXA and MRI scans at the time of consultation and ≥2-year follow-up were included. Details were gathered about patient demographics, health history, current medication use, and serological studies of kidney function and bone turnover. For each patient, VBQ score was calculated using T1-weighted lumbar MRI images. Univariable and multivariable analyses were used to identify the independent predictors of a new fragility fracture. To support the construct validity of VBQ, patient VBQ scores were compared to those in a cohort of 45 healthy adults. Seventy-two (39.1%) study participants suffered fragility fractures, the occurrence of which was associated with higher VBQ score (3.50 vs 3.01; p<0.001), chronic glucocorticoid use (30.6% vs 15.2%; p=0.014), and a history of prior fragility fracture (36.1% vs 21.4%; p=0.030). Mean VBQ score across all patients in the study cohort was significantly higher than the mean VBQ score in the healthy controls (p<0.001). In multivariable analysis, new-onset fracture was independently associated with history of prior fracture (OR=6.94; 95% CI [2.48–19.40]; p<0.001), higher VBQ score (OR=2.40 per point; [1.30–4.44]; p=0.003), higher BMI (OR=1.09 per kg/m 2 ; [1.01–1.17]; p- 0.03), and chronic glucocorticoid use (OR=2.89; [1.03–8.17]; p=0.043). Notably, DXA bone mineral density (BMD) was not found to be significantly predictive of new-onset fractures in the multivariable analysis (p=0.081). Here we demonstrate the novel, MRI-derived VBQ score is both an independent predictor of fragility fracture in at-risk patients and a superior predictor of fracture risk than DXA-measured BMD. Given the frequency with which MRIs are obtained by patients undergoing spine surgery consultation, we believe the VBQ score could be a valuable tool for estimating bone quality in order to optimize the management of these patients.