Maternal diet during gestation is important for proper fetal growth and development. There is evidence that poor maternal nutrition (restricted- and over-feeding) can alter growth of the fetus with long-term consequences on postnatal growth and adult maintenance. Additionally, maternal diet can program offspring for altered metabolism which leads to increased fat deposition and likely reduced efficiency of production later in life. Using livestock models, we and others have demonstrated insulin resistance, leptin resistance, and increased adiposity in response to poor maternal nutrition. These systemic changes are likely due to altered metabolic regulation at the tissue level. Using a sheep model, we have evidence that poor maternal nutrition also alters key metabolic profiles in muscle and liver, key metabolic tissues, in offspring. Specifically, in offspring of restricted-fed ewes, similar profiles of amino acid (e.g. branched-chain amino acids, histidine, methionine) and lipid (e.g. triglycerides) metabolites were altered in blood, liver, and muscle. In the muscle of offspring from restricted- and over-fed ewes, lipid and protein metabolic profiles diverged between the two treatment groups. This demonstrates different mechanisms contributing to altered metabolism of offspring from ewes restricted- and over-fed during gestation. The similar changes in metabolic profiles at both the systemic and local level suggest complex mechanisms involved in metabolic dysregulation of offspring from poorly fed mothers, which likely contribute to life-long metabolic dysregulation and reduced efficiency of growth and product quality.