Pregnancy, decreased feed intake during late gestation, lactogenesis, and parturition have dramatic effects on metabolism in dairy cows during the transition period from 3 wk before calving to 3 wk after calving. Increases in plasma NEFA occur during the 10 d before calving and may precede the decrease in feed intake. Plasma NEFA concentrations are highest at calving and decrease rapidly after calving. Plasma glucose concentration decreases during the transition period except for a transient increase associated with calving. Hepatic glycogen is reduced and lipid is increased during the transition period. Feed intake is usually decreased 30 to 35% during the final 3 wk prepartum, but negative energy and protein balances are not as severe as during the week following parturition. Prepartum feed intake is positively correlated to postpartum feed intake; therefore, efforts to maximize feed intake should begin before calving. Overconditioned cows may be more susceptible to a prepartum decrease in feed intake. Increasing nutrient density of the diet during the transition period may enhance feed intake. Feeding more fermentable carbohydrate during the prepartum transition period may acclimate the microbial population to lactation diets, promote development of ruminal papillae, increase absorptive capacity of the rumen epithelium, and reduce lipolysis by delivering more glucogenic precursor to the liver and enhancing blood insulin. Supplementing fat to transition diets does not seem to alleviate health problems associated with negative energy balance. Enhancing amino acid absorption by the prepartum cow may improve lactation performance and health, although mechanisms of action have not been identified.