BACKGROUND: pain may reduce stability and increase falls and subsequent fractures in older men. OBJECTIVES: to examine the association between joint pain and any pain with falls, hip and non-spine fractures in older community-dwelling men. DESIGN: a cohort study. SETTING AND PARTICIPANTS: analyses included 5,993 community-dwelling men aged >/=65 years from the MrOS cohort. MEASUREMENTS: pain at hip, knee and elsewhere (any) was assessed by self-report. Men reported falls via questionnaires mailed 3x per year during the year following the baseline visit. Fractures were verified centrally. Mean follow-up time for fractures was 9.7 (SD 3.1) years. Logistic regression models estimated likelihood of falls and proportional hazards models estimated risk of fractures. Models were adjusted for age, BMI, race, smoking, alcohol use, medications use, co-morbidities and arthritis; fracture models additionally adjusted for bone mineral density. RESULTS: one quarter (25%, n = 1,519) reported >/=1 fall; 710 reported >/=2 falls in the year after baseline. In multivariate models, baseline pain at hip, knee or any pain increased likelihood of >/=1 fall and >/=2 falls over the following year. For example, knee pain increased likelihood of >/=1 fall (odds ratio, OR 1.44; 95% confidence interval, CI 1.25-1.65) and >/=2 falls (OR 1.75; 95% CI 1.46-2.10). During follow-up, 936 (15.6%) men suffered a non-spine fracture (n = 217, 3.6% hip). In multivariate models, baseline pain was not associated with incident hip or non-spine fractures. CONCLUSIONS: any pain, knee pain and hip pain were each strong independent risk factors for falls in older men. Increased risk of falls did not translate into an increased risk of fractures.