Computed tomography (CT) scans were taken of 21 middle-aged men (mean age 46.3 years) and 20 older men (mean age 69.4 years) to measure differences in body composition with age. Overall, the older men weighed 8.2 kg less than the middle-aged men, and this difference was primarily the result of their having less lean tissue. Although fat mass (by whole body potassium counting) was only slightly less in older men, there were distributional differences in fat between the age groups. Total abdomen adipose tissue area (from CT) was similar in both groups, although the subcutaneous portion of the abdomen adipose tissue was less in the older men, and they had correspondingly more adipose tissue within the abdominal cavity. Muscle areas of the leg and arm were significantly less in the older men, as were all lean tissues of the abdomen and chest. When these data were corrected for differences in body weight with age, the results were still significant, suggesting a centripetalization and internalization of fat with age. Causes of this apparent fat redistribution and decrease of lean tissue with age were not revealed by this study and are presently unknown.