In order to observe the feature of age-related marrow conversion and maturation of epi-physeal cartilage and analyze the distribution of red and yellow marrow in the proximal femur at STIR MR imaging, STIR and T1 weighted MR imaging of the proximal femur in 52 subjects, aged 4 months to 25 years old, were retrospectively analyzed for the distribution and appearance of red and yellow marrow. The subjects with no known bone marrow abnormalities were divided into 6 age groups. The signal intensity of the marrow in the proximal epiphysis, proximal metaphysis, proximal diaphysis, distal diaphysis and greater trochanter was compared with the signal intensity and homo- geneity of surrounding muscle and fat and graded by two observers. The results showed that the con- version of hematopoietic marrow in the proximal femur followed a well-defined sequence, occurring first in the proximal epiphysis, followed by the distal diaphysis, and then greater trochanter and metaphysis. STIR in combination with T1-weighted imaging could display clearly the origin of ossi-fication center and the course of conversion from red to yellow marrow in proximal epiphysis and greater trochanter. STIR imaging showed that the marrow conversion in proximal metaphysic began below epiphyseal plate and intertrochanter. The site of red yellow was distributed in weight-bearing axis by 20 years of age. The marrow conversion of diaphysis was from distal end to proximal end, and the consequence of conversion was that distal diaphysis contained yellow marrow but proximal diaphysis partly red marrow connected with the red marrow of metaphysic. The epiphyseal cartilage had different characters of signal-intensity with age in STIR sequence. The distribution of red marrow in STIR imaging was more close to that of anatomy than T1-weighted imaging. It was concluded that STIR could dynamically display the feature of morrow conversion and the development of epiphyseal cartilage and accurately reveal the age-related distribution of red and yellow marrow on STIR imag-ing in the proximal femur.