We hypothesized that metabolizable protein (MP) supply during late gestation would affect maternal and fetal intestinal development in sheep. In Exp. 1, multiparous ewes (n = 45) were allotted randomly to 1 of 3 treatments, 60% (MP60), 80% (MP80), or 100% (MP100) of MP requirements fed from d 100 to d 130 of gestation. In Exp. 2, multiparous singleton pregnant ewes (n = 18) were randomized to receive 1 of 3 diets that were similar in energy and formulated to supply 60% (MP60), 100% (MP100), or 140% (MP140) of MP requirements during late gestation (d 100 to 130). Pregnant ewes and fetuses were euthanized and necropsied on d 130 ± 1 of gestation, and maternal and fetal intestinal tissues were collected. Data were analyzed with GLM and means separated using PDIFF of SAS. In Exp. 1, as previously reported, maternal BW of MP80 was greater (P = 0.05) than MP60 and MP100 which were not different, whereas fetal BW was not altered by treatment. Neither maternal nor fetal small intestinal mass or % proliferating jejunal crypt cells (labeling index) were affects by dietary MP supply during late gestation. Fetal large intestinal mass in MP80-fed ewes tended (P = 0.08) to be greater than MP60 and MP100 fetuses when examined as a proportion of eviscerated BW. Likewise, in Exp. 2, crypt cell proliferation in fetal jejunal samples was unaltered by maternal MP supply. Thus, maternal MP supply did not affect maternal and fetal intestinal development during late gestation; however, fetal large intestinal weight appeared to be increased when dams were supplied MP80 compared with MP100. Additional research is needed to confirm and extend these results. We hypothesized that metabolizable protein (MP) supply during late gestation would affect maternal and fetal intestinal development in sheep. In Exp. 1, multiparous ewes (n = 45) were allotted randomly to 1 of 3 treatments, 60% (MP60), 80% (MP80), or 100% (MP100) of MP requirements fed from d 100 to d 130 of gestation. In Exp. 2, multiparous singleton pregnant ewes (n = 18) were randomized to receive 1 of 3 diets that were isocaloric and formulated to supply 60% (MP60), 100% (MP100), or 140% (MP140) of MP requirements during late gestation (d 100 to 130). Pregnant ewes and fetuses were euthanized and necropsied on d 130 ± 1 of gestation, and maternal and fetal intestinal tissues were collected. In Exp. 1, as previously reported, maternal BW of MP80 was greater (P = 0.05) than MP60 and MP100 which were not different, whereas fetal BW was not altered by treatment. Neither maternal nor fetal small intestinal mass nor % proliferating jejunal crypt cells (labeling index) were affected by dietary MP supply during late gestation. Fetal large intestinal mass in MP80-fed ewes tended (P = 0.08) to be greater than MP60 and MP100 fetuses when examined as a proportion of eviscerated BW. Likewise, in Exp. 2, crypt cell proliferation in fetal jejunal samples was unaltered by maternal MP supply. Thus, maternal MP supply did not affect maternal and fetal intestinal development during late gestation; however, fetal large intestinal weight appeared to be increased when dams were supplied MP80 compared with MP100. Additional research is needed to confirm and extend these results.