AIM To observe the effects of Zuogui Pills and Yougui Pills on the proliferation of BMSCs and the expression of apoptosis after osteogenic and adipogenic differentiation in ovariectomized rats.METHODS Of sixty female SD rats,forty rats followed by bilateral ovariectomy were randomly divided into ovariectomy group (1.0 g/kg distilled water),Zuogui Pills group (9.45 g/kg Zuogui Pills) and Yougui Pills group (10.26 g/kg Yougui Pills) and Bujiale group (0.09 mg/kg estradiol valerate),another ten rats as control group (1.0 g/kg distilled water),ten rats bilateral excision of a small amount of fat around the ovary was treated as sham operation group (1.0 g/kg distilled water).After 12 weeks of administration,the rats were killed,BMSCs were cultured in vitro.Cell proliferation was detected by MTT assay.Western blot was used to detect the protein expressions of Caspase-3 and Bcl-2.RE-SULTS MTT assay showed that the proliferation of BMSCs were promoted in Zuogui and Yougui Pills groups,and the proliferation effect in Zuogui Pills group was better than that in Yougui Pills group.After osteogenic differentiation,as compared with the control group,the Caspase-3 expression of ovariectomy group was up-regulated (P ＜0.05) and the expression of Bcl-2 was down-regulated (P ＜0.01).As compared with ovariectomy group,the expression of Caspase-3 was decreased and the expression of Bcl-2 was up-regulated in Zuogui Pills group and Yougui Pills group.After adipogenic differentiation,as compared with the control group,the expressions of Caspase-3 were significantly up-regulated and Bcl-2 were down-regulated in the ovariectomy group,Zuogui Pills group and Yougui Pills group (P ＜ 0.05).After osteogenic and adipogenic differentiation Zuogui Pills group and Yougui Pills group were significant different (P ＜ 0.05).CONCLUSION Zuogui Pills and Yougui Pills both can inhibit the apoptosis of BMSCs after osteogenic and adipogenic differentiation in ovariectomized rats.Zuogui Pills can promote BMSCs osteogenesis differentiation while Yougui Pills can promote adipogenic differentiation.