Angus-cross steers (n = 96; BW = 309 ± 34 kg; 13.5 mo of age) were used to determine the effects of frame size (medium or small) and time-on-pasture (TOP) on meat composition and palatability in a 2-yr study. Finishing steers grazed mixed pastures (bluegrass/white clover; April start) and were slaughtered after 89-, 146-, and 201-d TOP. At 24 h postmortem, carcass traits were collected and a rib from each carcass was obtained for proximate and fatty acid composition, Warner-Bratzler shear force (WBSF), and postmortem proteolysis. In yr 1, postmortem aging treatments included 14 and 28 d, whereas in yr 2, postmortem aging treatments included 2, 4, 7, 14, and 28 d. Increasing frame size of the finishing steers produced greater (P < 0.05) ADG by 0.10 kg, BW by 24 kg, HCW by 14 kg, and ribeye size by 2.65 cm(2). All other carcass, meat composition, and tenderness measures did not differ (P > 0.05) due to frame size or 2-way interaction with TOP. Increasing TOP resulted in quadratic increases (P < 0.01) in BW and HCW. Ribeye area, fat thickness, KPH, marbling scores, quality grades, and yield grades increased (P < 0.001) linearly as TOP increased. Time-on-pasture linearly increased (P = 0.001) palmitic (C16:0) acid, oleic (C18:1 cis-9) acid, SFA, and MUFA in the LM. Both n-6 PUFA, linoleic (C18:2) and arachidonic (C20:4) acids, decreased linearly (P = 0.001) with increasing TOP. Increasing TOP linearly reduced (P = 0.01) concentrations of all n-3 fatty acids in the LM. These changes resulted in a linear reduction (P = 0.01) in n-6 to n-3 fatty acid ratio with advancing TOP; however, the magnitude of the difference was small (1.46 vs. 1.37). At 14 d of postmortem aging, WBSF was lowest (P < 0.001) for 89-d TOP and greatest (P < 0.05) for the 201-d TOP. After 28 d of postmortem aging, WBSF values for 89- and 146-d TOP did not differ (P > 0.05) compared to the 14-d postmortem aging WBSF values. However, in steaks from 201-d TOP, additional postmortem aging to 28 d reduced (P < 0.001) WBSF. In pasture-based beef finishing systems, increasing TOP increases animal age, HCW, fat thickness, and marbling score; however, tenderness of ribeye steaks decreased with advanced TOP such that longer postmortem aging times were required to achieve similar tenderness levels.