This study was performed to show change of fat-free mass(FFM), representing mostly the muscle mass change, and muscle strength with increasing age, and relationship between dietary, exercise behaviors and FFM in healthy middle-and old aged women who are of age over 55 years. The FFM and correspondingly hand grip strength showed significant positive correlation with age. But concentration of serum albumin showed no significant relationship with age. The subjects were categorized into groups according to FFM tertile. The anthropometry such as weight, BMI, fat mass, circumferences of waist and hip, WHR, and hand grip strength decreased significantly in the lowest FFM group. But the albumin level showed no change according to FFM level. The FFM showed significant correlation with nutrient intakes such as energy, carbohydrate, protein, Fe, P, Ca. No association, however, was shown with exercise behavior probably because of no case with resistance exercise habits. The variance of FFM was explained 55.2% by height and carbohydrate intake. The variance of height-adjusted FFM could be explained only 16.2% by intake amount of carbohydrate. In conclusion, the decrease of FFM may cause to reduce muscle strength in female elderly. The increasing nutrient intakes were associated with the increased FFM and may protect from risk of sarcopenia. However, only the carbohydrate intake could influence independently the FFM in middle- and old-aged women. The FFM has no association with endurance exercise habits. (Korean J Nutrition 34(4) : 449∼457, 2001)