Objectives: To examine the association between physical fitness, assessed according to ability and time to complete a 400-m walk, on changes in body composition and muscle strength over a 7-year period. Design: Prospective observational cohort study. Setting: Memphis, Tennessee, and Pittsburgh, Pennsylvania. Participants: Two thousand nine hundred forty-nine black and white men and women aged 70 to 79 participating in the Health, Aging and Body Composition Study. Measurements: Body composition (fat and bone-free lean mass) was assessed using dual-energy X-ray absorptiometry in Years 1 to 6 and 8. Knee extension strength was measured using isokinetic dynamometry and grip strength using isometric dynamometry in Years 1, 2, 4, 6, and 8. Results: Less fit people weighed more and had a higher total percentage of fat and a lower total percentage of lean mass than very fit men and women at baseline (P<.001). Additionally, the least fit lost significantly more weight, fat mass, and lean mass over time than the very fit (all P<.01). Very fit people had the highest grip strength and knee extensor strength at baseline and follow-up; decline in muscle strength was similar in every fitness group. Conclusion: Low fitness in old age was associated with greater weight loss and loss of lean mass than with high fitness. Despite having lower muscle strength, the rate of decline in the least fit persons was similar to that in the most fit. In clinical practice, a long-distance walk test as a measure of fitness might be useful to identify people at risk for these adverse health outcomes. © 2010, The American Geriatrics Society.