Context: Relative to European Americans, calcified atherosclerotic plaque (CP) is less prevalent and severe in African-Americans (AAs). Objective: Predictors of progression of CP in the aorta, carotid, and coronary arteries were examined in AAs over a mean 5.3 ± 1.4-year interval. Design: This is the African American-Diabetes Heart Study. Setting: A type 2 diabetes (T2D)-affected cohort was included. Participants: A total of 300 unrelated AAs with T2D; 50%female, mean age 55 ± 9 years, baseline hemoglobin A1c 8.1 ± 1.8%was included. Main outcome measures: Glycemic control, renal parameters, Vitamin D, and computed tomography-derived measures of adiposity, vascular CP, and volumetric bone mineral density (vBMD) in lumbar and thoracic vertebrae were obtained at baseline and follow-up. Results: CP increased in incidence and quantity/mass in all three vascular beds over the 5-year study (P = .0001). Lower baseline lumbar and thoracic vBMD were associated with progression of abdominal aorta CP (P = .008), but not progression of carotid or coronary artery CP. Lower baseline estimated glomerular filtration rate was associated with progression of carotid artery CP (P < .0004), and higher baseline pericardial adipose volume was associated with progression of coronary artery P= .001) and aorta P= .0006) CP independent of body mass index. There was a trend for an inverse relationship between change in thoracic vBMD and change in aortic CP (P = .05). Conclusions: In this longitudinal study, lower baseline thoracic and lumbar vBMD and estimated glomerular filtration rate and higher pericardial adipose volumes were associated with increases in CP in AAs with T2D. Changes in these variables and baseline levels and/or changes in glycemic control, albuminuria, and vitaminDwere not significantly associated with progression of CP. (J Clin Endocrinol Metab 101: 4135-4141, 2016).