Advancing age is associated with a decline in skeletal muscle mass and bone mineral density (BMD), These changes often result in a downward spiral, contributing to reduced functional ability and loss of independence. Purpose: To determine effects of 8 wks of progressive whole-body training preceded by 4 wks of peripheral intermittent muscular exercise (PRIME) or aerobic training (AT) on body composition, muscle strength and functional ability. Methods: Subjects over the age of 70, who scored between 218-490yards on a 6min walk test were included, and randomized to AT or PRIME for the first 4 wks (Phase 1). AT consisted of 45min of walking/biking at 40-60% of heart rate reserve, 3*wk. PRIME consisted of exercises specific to the calf, thigh, buttocks, arms, shoulders, and torso. Each exercise was performed for 3 to 5min, at ~40-70% of maximal voluntary strength of the primary muscle group, for 45min, 3*wk. Subjects in both groups were progressed as tolerated. Following phase 1, all subjects were advanced to a well-rounded exercise program using ACSM guidelines (Phase 2). Before, after 4 and 12 wks, body composition was determined from DXA scans (DXA; QDR 4500A, Hologic Inc., Bedford, MA), muscular strength assessed using 1RM (Chest Press, Seated Row, Leg Press, and Handgrip (Total)), and functional ability from the Senior Fitness Test (SFT). Results: Groups were similar in number (PRIME= 27, 9men; AT= 30,12 men), age (PRIME:75±3.96; AT:75±4.93 yrs), and weight (PRIME:80.84±15.06; AT: 82.93±17.25Kg). Using a repeated measure ANOVA, training revealed a main effect (p<0.05) for body weight (-0.62±0.21kg), body fat (-813±170.60g), leg lean mass (206±74.82g), thoracic (0.031±0.011g/cm2), lumbar (0.021±0.01g/cm2), and pelvic BMD (0.016±0.006g/cm2), strength (Total: 83.02±10.93kg), and SFT (17.10±1.35%). Significant group*time interactions (p<0.05) were present for leg lean mass, thoracic and lumbar BMD, and strength, in favour of PRIME. Strength changes were correlated with changes in pelvic BMD and SFT. Conclusion: Twelve wks of training, resulted in significant increases in muscular strength, BMD, and functional ability, with those randomised to PRIME having the most favourable changes. Changes in strength were directly related to changes in BMD and functional ability, indicating an important strategy to prevent sarco- and osteopenia.