Background: What happens in the early-elderly ‘pretiree’ period potentially influences the divergent paths of healthy or unhealthy ageing. In this cross-sectional study, we aimed to profile musculoskeletal health and lifestyle behaviours for men and women in their late-fifties and sixties.Methods: For 482 participants from the Geelong Osteoporosis Study, we measured DXA-derived appendicular lean mass (rALM), bone mineral density (BMD) at the femoral neck and percentage body fat mass (%BF). Low-rALM and low-BMD referred to sex-specific T-scores<-1.0. Associations between exposures and low-rALM and/or low-BMD were explored using multivariable logistic regression.Results: Three-quarters of participants had high %BF, 98(20.3%) had low-rALM, 202(41.9%) had low-BMD and 63(13.1%) had both low-rALM and low-BMD. Eight-two (17.0%) were very active and one-third participated in sports/recreational activities. Most [n=416(87.8%)] met the recommended daily intake (RDI) for protein; only 119(25.1%) met the RDI for calcium. Less than 10% smoked and one-third exceeded recommended alcohol intakes. Independent of age, weight and sex, greater %BF and sedentary behaviour increased the likelihood of low-rALM; high-alcohol consumption increased the likelihood of low-BMD; and greater %BF increased the likelihood of low-rALM and low-BMD combined.Conclusions: One-half of participants had rALM and BMD in the normal range. Only a few were involved in resistance-training or weight-bearing exercise, despite having the capacity to be physically active. As sedentary lifestyles, excessive adiposity and high alcohol use were associated with low-rALM and/or low-BMD, we propose that these adverse factors be potential targets among pretirees to minimise their risk of entering old age with poor musculoskeletal health.