We evaluated the relationship of body composition, maximal aerobic capacity (VO2max), and muscle strength to bone mineral density in 91 healthy men and women, age 61-84 years. Lean body mass was estimated from two independent measures of fat mass, bioelectrical impedance and skinfold thickness. VO2max was determined by treadmill ergometry with direct measurement of oxygen consumption. Grip and back strength were measured by isometric dynamometry. Mineral density of lumbar spine and midradius were measured by dual- and single-photon absorptiometry. Men had significantly greater lean mass, muscle strength, aerobic capacity, and bone density than women. In women, grip strength correlated with forearm and spine density (r = 0.37, r = 0.28, p less than 0.05). In men, grip strength correlated with forearm density (r = 0.47, p less than 0.05), and back strength was significantly correlated with both spine (r = 0.46, p less than 0.01) and forearm density (r = 0.46, p less than 0.01). In women, neither forearm nor spine density correlated significantly with aerobic capacity. In men, midradius density did not correlate significantly with oxygen consumption, but the simple correlation between spine density and VO2max was significant (r = 0.41, p less than 0.05). Back strength and VO2max were significantly related in men (r = 0.47, p less than 0.01). By stepwise multiple regression, back strength emerged as the most robust predictor of spine mineral, accounting for 19% of the variation in bone density. Addition of VO2max to the regression did not add significant predictive value. However, when VO2max was expressed per kilogram lean body mass, both back strength and VO2max contributed significantly to the prediction of spine density in men, and the coefficient of determination R2 increased to 0.30. We conclude that body mass and grip strength, but not aerobic capacity, significantly predict bone density in elderly women. In elderly men, back strength is a more robust predictor of axial bone density than traditional expressions of aerobic capacity, but VO2max per kilogram lean mass and back strength both make significant contributions to the prediction of spine mineral density. The applicability of these results to younger men and women is uncertain.