Objective. To examine the potential role of self-reported joint pain, stiffness, and dysfunction, and radiographic osteoarthritis (ROA), in sarcopenia progression and falls risk in older adults. Methods. Seven hundred nine older adults (50% women, mean ± SD age 62 ± 7 years) were examined at baseline and followup (mean ± SD 2.6 ± 0.4 years). ROA was assessed using the Altman atlas, and pain at 7 anatomic sites was self-reported. Dual X-ray absorptiometry assessed leg lean mass, dynamometry assessed knee extension and whole leg strength, leg muscle quality (LMQ) was calculated as whole leg strength relative to leg lean mass, and the Physiological Profile Assessment assessed falls risk. Results. In women only, baseline knee pain predicted a greater decline in knee extension strength, whole leg strength, and LMQ, and a greater increase in falls risk. Severe knee pain, stiffness, and dysfunction predicted greater declines in knee extension strength and increases in falls risk (all P <0.05). Hip pain also predicted a greater decline in knee extension strength (-1.53 kg; 95% confidence interval [95% CI]-2.95,-0.11). No associations were observed between pain and sarcopenia indicators in men. Somewhat surprisingly, higher baseline total knee ROA score predicted a greater increase in mean leg lean mass (0.05 kg; 95% CI 0.02, 0.08) in both sexes. A path analysis demonstrated that knee ROA may contribute to declines in LMQ in women, through increases in pain, stiffness, and dysfunction. Conclusion. Knee and hip pain may directly contribute to the progression of sarcopenia and increased falls risk in older women.