The purpose of this study was to analyze the single and independent associations of whole body composition and fat distribution with cardiovascular disease (CVD) risk factors and fitness in middle-aged men. Sixty-two healthy Caucasian men (37.6 ± 2.9 yr, 81.8 ± 11.3 kg, 171.5 ± 4.9 cm) participated in the study. Dual-energy x-ray absorptiometry (DXA) was used to assess total and regional body composition. The triceps, biceps, midthigh, calf, subscapular, chest, abdominal and suprailiac skinfolds, and the waist, hip and midthigh circumferences, and sagittal diameter were estimated. Cardiovascular fitness was estimated with a submaximal test. Bivariate and partial correlation analysis were used to study the association of total body percent fat (%fat), DXA trunk fat and trunk skinfolds (sum of subscapular, chest, abdominal, and suprailiac) and fitness with insulin, total cholesterol (TC), high-density lipoprotein cholesterol (HDL-C), TC/HDL-C, low-density lipoprotein cholesterol (LDL-C), triglycerides (TG), apolipoprotein AI (apo AI), apolipoprotein B (apo B), lipoprotein(a) [Lp(a)], and diastolic and systolic blood pressure. All anthropometric and DXA body composition variables were significantly correlated with TC/HDL-C (r from .26 to .50, P < .05). Similar relationships were found for insulin, HDL-C, and systolic blood pressure (r from .26 to .47, P < .05). Cardiovascular fitness was significantly (P < .05) associated with insulin (r = −.36), HDL-C (r = .27), TC/HDL (r = −.27), and with systolic blood pressure (r = −.37). After controlling for trunk skinfolds, none of the anthropometric and DXA body composition variables were correlated with any of the CVD risk factors. Similarly, when controlling for trunk skinfolds, cardiovascular fitness was not related to any of the metabolic variables. After adjusting for %fat, DXA trunk fat, and cardiovascular fitness, trunk skinfolds remained significantly (P < .05) related to insulin (r = .35), HDL-C (r = −.40), TC/HDL-C (r = .43), and apo AI (r = −.39). In conclusion, this study suggests that subcutaneous truncal fat, as estimated by skinfolds, is an independent predictor of CVD risk factors, and that the association between cardiovascular fitness and these risk factors may be mediated by the levels of abdominal subcutaneous fat in Caucasian middle-aged men. Copyright © 2000 by W.B. Saunders Company