Background: Change in body composition, specifically loss of fat-free mass and gain in fat mass, in older adults is a major pathway leading to the onset of functional decline and physical disability. Objective: The objective was to determine the association of activity-related energy expenditure with change in body mass and composition among older men and women. Design: Total energy expenditure (TEE) was assessed over 2 wk by using the doubly labeled water method in 302 communitydwelling older adults aged 70-82 y. Resting metabolic rate (RMR) was measured by using indirect calorimetry, and the thermic effect of meals was estimated at 10% of TEE. Activity energy expenditure (AEE) was calculated as [TEE(0.9) 2 RMR]. Total body mass, fat-free mass (FFM), and fat mass (FM) were assessed by dual-energy X-ray absorptiometry annually over a mean (±SD) of 4.9 ± 1.3 y. Results: In multivariate models adjusted for baseline age, smoking status, and race, men and women had a decline (in kg/y) in body mass (men: -0.34, 95% CI: -0.71, 0.02; women: -0.45, 95% CI: -0.71, -0.19) and FFM (men: -0.48, 95% CI: -0.67, -0.29; women: -0.14, 95% CI: -0.026, -0.03). No changes (in kg/y) were observed in FM (men: 0.14, 95% CI: -0.10, 0.38; women: -0.28, 95% CI: -0.49, -0.07). In men and women, higher AEE at baseline was associated with greater FFM. The average change in these outcomes (ie, slope), however, was similar across tertiles of AEE. Conclusions: These data suggest that accumulated energy expenditure from all physical activities is associated with greater FFM, but the effect does not alter the trajectory of FFM change in late life. © 2009 American Society for Nutrition.