GROWING RESEARCH HAS SHOWN THAT MATERNAL NUTRITION DURING PREGNANCY HAS LONG-TERM CONSEQUENCES IN OFFSPRING DEVELOPMENT DUE TO PHYSIOLOGIC AND METABOLIC CHANGES. THESE CHANGES ARE PROGRAMMED PRENATALLY AND THE EFFECTS CAN PERSIST THROUGH MULTIPLE GENERATIONS, LIKELY THROUGH EPIGENETIC PROGRAMMING. EPIGENETICS IS DEFINED AS HERITABLE CHANGES TO GENE EXPRESSION (TURNING GENES ON OR OFF) THAT DO NOT ALTER THE DNA SEQUENCE. HOWEVER, EPIGENETIC INHERITANCE DUE TO MATERNAL NUTRITION HAS NOT BEEN REPORTED IN LIVESTOCK SPECIES. WE HYPOTHESIZE THAT THE LEVEL OF NUTRITION PROVIDED TO CATTLE (F0 GENERATION) DURING EARLY PREGNANCY WILL ALTER FETAL EPIGENETIC PROGRAMMING OF THEIR OFFSPRING (F1 GENERATION), AND THE EFFECTS WILL PERSIST FOR TWO FUTURE GENERATIONS (F2 AND F3 GENERATIONS). THE OBJECTIVES OF THIS WORK ARE TO ASSESS THE IMPACTS OF EARLY GESTATION MATERNAL LEVEL OF NUTRITION VIA ENERGY SUPPLEMENTATION FROM BREEDING TO DAY 84 OF PREGNANCY ON GENE EXPRESSION OF THE FETAL LIVER AND MUSCLE OF THE F1, F2, AND F3 GENERATIONS AND TO UNDERSTAND THE EPIGENETIC MECHANISMS BY WHICH GENE EXPRESSION IS REGULATED AND EPIGENETIC MODIFICATIONS ARE INHERITED. BY ADDRESSING THESE GOALS, WE WILL GAIN INSIGHT INTO THE ROLE OF EPIGENETIC MARKS IN FETAL DEVELOPMENT AND ITS INHERITANCE. ALTOGETHER, THESE EFFORTS WILL PROVIDE KNOWLEDGE TO DEVELOP NUTRITIONAL STRATEGIES TO IMPROVE HEIFER DEVELOPMENT AND CALF PERFORMANCE, THEREBY IMPROVING PRODUCTION EFFICIENCY OF THE COW-CALF INDUSTRY.