Although the association between falls and fear-of-falling has been established by previous studies, the temporal ordering of the two is uncertain. Moreover, the common and unique risk factors that contribute to falls and to fear-of-falling have not been investigated in either primary health-care settings or Asian societies. The aims of this study were to examine the temporal sequencing of fear-of-falling and a fall, and to identify the risk factors associated with the two. A prospective cohort study with three six-month measurement waves was conducted in primary-care settings in Hong Kong. The sample was derived from the waiting list control group of a randomised clinical trial, and 321 respondents participated in the three waves. They were evaluated with the Minimum Data Set for Home Care. It was found that falls and fear-of-falling at baseline were not independent predictors of respectively developing a fear-of-falling and becoming a faller, but that age was a common independent predictor for falls and the onset of a fear-of-falling. Individuals with a fear-of-falling were at risk of both falling and a fear-of-falling at 12 months. The good news is that no vicious cycle of falls and fear-of-falling was found, and modifiable risk factors, including IADL limitations, environmental hazards, and fear-of-falling were identified, so that effective prevention programmes for falls and for fear-of-falling can be designed.