We assessed the effects of a long and severe period of underfeeding, followed by a rapid refeeding with a high-concentrate diet, on weight, protein mass, and cellularity of the splanchnic organs in adult ewes. Twenty-four ewes, allocated to four groups of six, were fed a forage diet (50% regrowth of natural grassland hay and 50% wheat straw) either at maintenance (groups M and MO) or at 40% maintenance (groups U and UO) for 78 d. Groups M and U were then slaughtered, and groups MO and UO were subsequently overfed a high-concentrate diet (52% hay, 20% barley, 16% rapeseed meal, 4% fish meal, and 8% Megalac) at 236% maintenance for 26 d before being slaughtered. During the experiment, feed was adjusted to maintain feed supply at a constant percentage of animal requirements. After slaughter, fresh weight, dry weight, and protein mass of the reticulorumen, omasum, abomasum, small intestine, large intestine, and liver were measured. Cellularity was assessed from nucleic acids and protein contents for both ruminal mucosa and muscular-serosa layers, jejunum, and liver. The concentrations of ubiquitin and cathepsin D mRNA were measured in ruminal mucosa and muscular-serosa layers and in jejunum. Underfeeding decreased protein mass of splanchnic organs, especially in liver (-29%) and reticulorumen (-39%). Refeeding previously underfed animals increased protein mass of liver (+102%) and small intestine (+59%). No carry-over effect of the previous level of intake (UO vs. MO) was observed on the protein mass of splanchnic tissues after 26 d of refeeding. Variations in liver mass were mainly due to hypertrophy, as determined by the protein:DNA ratio, whereas variations in small intestinal mass were mainly due to hyperplasia, as determined by the amount of DNA. By contrast, changes in rumen mass associated with increasing ME intake seemed to be related to hypertrophy in the muscular-serosal component and hyperplasia in the epithelial component. The concentrations of ubiquitin and cathepsin D mRNA in the rumen and jejunum were not modified by feeding level, demonstrating that the expression of these genes for proteolytic enzymes was unchanged under these conditions.