Hip fracture incidence increases exponentially with age in virtually every human population that has been studied. In spite of this, relatively few studies have examined age-related changes in the metaphyseal cortex of the proximal femur. The present study investigates cortical aging changes in the female proximal femur, with particular reference to regions of hypermineralization. Thirty-three femora from Caucasian females were obtained at autopsy and analyzed using backscattered electron imaging. Variations in hypermineralized tissue area, cortical bone area, and porosity were quantified with standard stereological methods. Cortical width was quantified with digital calipers. Gender differences were examined by statistical comparison with previously published results. Hypermineralized tissue volume was significantly (P Ο½ 0.001) greater in elderly individuals. Hypermineralized tissue preferentially appeared near ligamentous or tendinous insertion sites, suggesting the hypermineralized tissue may be a calcified fibrocartilage. Cortical width significantly (P Ο½ 0.001) decreased with age and porosity significantly (P Ο½ 0.001) increased with age, however the changes were site-specific. The femoral neck and intertrochanteric cortices had a smaller change in cortical width and porosity with age than the diaphysis, but the femoral neck and intertrochanteric cortices had a larger increase in hypermineralized tissue. Comparison with previous data suggests that cortical aging in the proximal femur is similar between males and females and is unlikely to explain the higher incidence of fracture in females. However, the data strongly indicates that age-related changes in the femoral diaphysis cannot be directly extrapolated to either the femoral neck or intertrochanteric cortices.