Introduction: Bone health development and maintenance is important in children to reduce the risk for osteoporosis later in life. Knowledge on the vitamin D and bone health status of preadolescent children in South Africa is limited. Vitamin D and body composition both play important roles in bone health, but the relationship between adiposity and bone mass in children has been debated. The objective of this study was firstly, to describe the bone health status, body composition and vitamin D status of preadolescent children in Pretoria, South Africa. Secondly, the study examined bone health in relation to body composition and vitamin D status. Methods: A cross-sectional study, using conveniently sampled preadolescent black children aged 5-10, was conducted. Body weight was measured with the Seca medical body composition analyser and height using the Seca 274 stadiometer. Dual x-ray absorptiometry (DXA) was used for bone health (bone mineral content (BMC), areal bone mineral density (BMD) and bone area at the total body less the head (TBLH) and lumbar spine (LS) sites) and body composition (body fat percentage, fat mass and lean mass) assessments (n = 84). Vitamin D status (25(OH)D2 and 25(OH)D3) was determined from blood spot analysis (n = 59). To compare bone health means between vitamin D status groups, children were grouped as sufficient (25(OH)D ? 30 ng/ml), insufficient (25(OH)D = 21-29 ng/ml) or deficient (25(OH)D ? 20 ng/ml) accordingly. To compare bone health means between body composition groups, children were grouped as normal (BMIfor- age Z-score ? 1) or over-nourished (BMI-for-age Z-score > 1). Simple linear regression models were used in defining the relationship between bone health parameters and body composition components. Adjustments of bone health parameters for height-for-age, gender, age and body composition components was done using multiple linear regression. Comparison between adjusted bone health parameters of normal and over-nourished were made using the student’s two sample t-test. Results: The 59 children in the vitamin D study groups had a 24% prevalence of low BMD for chronological age and 7% presented with a low BMC for chronological age. A peculiar finding was that LS-BMAD differed significantly between the vitamin D insufficient and deficient groups. There was no relationship between any bone health parameters at all sites measured and serum levels of 25(OH)D (p > 0.05). Fat mass (FM) and body fat percentage least explained the observed variation in bone health parameters, whereas lean mass (LM) was the most important body composition component in explaining the variations observed in bone health parameters. The relationship between LS bone health parameters and body composition components was weaker than the relationship between TBLH bone health parameters and body composition components. Summary and / or Conclusion: In this population, 66% of preadolescents were vitamin D insufficient or deficient, but with a healthy bone health status and 40% of the preadolescents were over-nourished with greater crude BMD than those with healthy BMI Z-scores. Vitamin D status does not appear to be associated with parameters of bone health. Lean mass was the greatest body compositional determinant for variations observed in bone health parameters. Bone health parameters of healthy and over-nourished children did not differ after adjusting for body composition.