INADEQUATE NUTRITION DURING GESTATION IMPAIRS FETAL GROWTH AND METABOLISM, WHICH CAN LEAD TO REDUCED PRODUCTIVITY AND QUALITY OF THE FINAL PRODUCTS. THE CENTRAL HYPOTHESIS IS THAT RESTRICTED NUTRITION DURING GESTATION IMPAIRS OFFSPRING MUSCLE AND LIVER GROWTH AND METABOLISM AND CAUSES EPIGENETIC CHANGES IN OFFSPRING, AND RE-ALIMENTATION, OR RE-FEEDING, ONLY PARTIALLY ALLEVIATES THESE EFFECTS. THE LONG-TERM GOAL OF THIS RESEARCH IS TO IDENTIFY METHODS TO IMPROVE GROWTH OF OFFSPRING IN WHICH MOTHERS WERE INADEQUATELY FED DURING ALL OR PART OF GESTATION. OUR SPECIFIC OBJECTIVES ARE TO DETERMINE THE IMPACTS OF RESTRICTED FEEDING EWES DURING EARLY AND/OR LATE GESTATION AND RE-ALIMENTATION ON: 1) OFFSPRING MUSCLE AND LIVER GROWTH AND 2) OFFSPRING BLOOD, MUSCLE, AND LIVER METABOLITES AND 3) DETERMINE THE EFFECTS OF MATERNAL NUTRIENT RESTRICTION ON OFFSPRING LIVER EPIGENETIC REGULATION. THE EXPECTED OUTCOMES OF THIS RESEARCH ARE TO IDENTIFY MECHANISMS BY WHICH RESTRICTED FEEDING DURING GESTATION ALTER OFFSPRING GROWTH AND METABOLISM AND EPIGENETIC REGULATION, AND THE POTENTIAL POSITIVE BENEFITS OF RE-ALIMENTATION TO ALLEVIATE THESE NEGATIVE EFFECTS. THE RESULTS OF THESE EXPERIMENTS WILL HAVE A DIRECT IMPACT ON THE AGRICULTURE PRODUCTION INDUSTRY BY IDENTIFYING TARGETS TO IMPROVE MANAGEMENT OF OFFSPRING DURING POSTNATAL GROWTH, THEREBY INCREASING PRODUCTION EFFICIENCY AND REDUCING COSTS FOR CONSUMERS. ALTHOUGH THESE EXPERIMENTS WILL BE CONDUCTED IN SHEEP, THE DEVELOPMENT OF MUSCLE AND LIVER, AS WELL AS, METABOLITES ARE SIMILAR ACROSS MULTIPLE SPECIES, THEREFORE THESE FINDINGS SHOULD BE APPLICABLE TO OTHER FARM ANIMALS AND HUMANS.