Elderly persons usually exhibit some degree of muscle atrophy, together with a reduction in voluntary strength, but there is still argument concerning the nature of the cellular events involved. This issue was reexamined by estimating the numbers and relative sizes of motor units in three limb muscles, using a fully automated system (Galea et al., 1993). In 79 healthy volunteers aged 20-98 years, estimations of motor unit numbers were performed on the thenar, biceps brachii, and extensor digitorum brevis muscles. Motor unit populations were noted to decrease significantly with age in the distal muscles but appeared to remain constant in the biceps. The excitable muscle fiber mass, as reflected in the peak-to-peak amplitude and area of the maximum M-wave, was diminished in all three muscles. Although the area of the average motor unit action potential was not significantly different between groups, the ratio of this potential to the M-wave area increased with increasing age. The results suggest that muscle deterioration in the elderly is due to a combination of changes in the muscle fibers and in their nerve supply and that the extent may differ between proximal and distal muscles.