We used 28 crossbred wether lambs to determine the effects of dietary forage:concentrate ratio and metabolizable energy intake on visceral organ growth and oxidative capacity of gut tissues in lambs. Lambs were assigned randomly to a factorial arrangement of dietary treatments consisting of pelleted diets containing either 75% orchardgrass or 75% concentrate fed once daily at either .099 or .181 Mcal ME x (kg BW(.75))(-1) x d(-1). After a 52-d feeding period, lambs were slaughtered to obtain measurements of visceral organ mass and composition and oxidative capacity of isolated epithelial cells. Lamb performance, as measured by DMI, ADG, and efficiency of gain, was greater (P = .0001) for both diets at high ME intake. Likewise, lambs fed 75% concentrate gained faster and more (P < or = .01) efficiently than lambs fed 75% forage. Total digestive tract (TDT; includes rumen, reticulum, omasum, abomasum, and intestines) weight increased (P = .0001) with ME intake and was greater (P = .03) in lambs fed 75% forage than in those fed 75% concentrate. As a percentage of empty body weight (EBW), TDT weight increased with ME intake in lambs fed 75% forage, but it was unaffected by ME intake in lambs fed 75% concentrate (diet x intake, P = .03). Liver weight increased (P = .0001) with ME intake and was greater (P = .005) in lambs fed 75% concentrate vs 75% forage; however, liver weight as a percentage of EBW was increased (P = .0002) with ME intake but was unaffected by diet. Greater ME intake increased (P < or = .02) small intestinal (SI) epithelial and muscle mass of 15-cm sections, whereas jejunal epithelial mass was greater (P = .01) for lambs fed 75% forage vs 75% concentrate. Rumen epithelial concentrations of DNA and RNA increased (P < or = .02) with greater ME intake, whereas SI concentrations of DNA and RNA were largely unaffected by diet or ME intake. The activity of Na(+)-K(+)-ATPase increased in ileal epithelium (P < or = .02) with ME intake and concentrate in the diet, but activity in ruminal epithelium increased (P = .05) with concentrate. Total oxygen consumption by isolated ruminal and intestinal epithelial cells was unaffected by treatment. These data suggest that ME intake and level of dietary forage affect ruminal and intestinal growth via changes in cellular hyperplasia. Additionally, this study supports the concept that ME intake and diet composition alter gut energy expenditure, at least in part, through changes in mass rather than mass specific metabolism.