Adipose tissue mass in the newborn is determined in part by insulin-like growth factor (IGF)s, which are dependent on the maternal nutritional and metabolic environment during late gestation. The present study was designed to determine whether maternal cold exposure (CE) commencing in mid gestation could modulate some of the adaptive effects of nutrient restriction in late gestation on adipose tissue endocrine sensitivity in the resulting offspring. Twenty eight pregnant sheep were entered into the study and were either shorn, i.e. cold exposed, from 70 days gestation (term = 147 days), or remained unshorn, and were fed either their total calculated metabolisable energy (ME) requirements for body weight and pregnancy from 110 days gestation or 50% of this amount (n=7 per group). Adipose tissue was sampled from the offspring at one day of age and the mRNA abundance for IGF-I, II their receptors (R) and GH secretagogue receptor-1a (GHSR-1a) were determined. CE mothers produced larger offspring with more perirenal adipose tissue, an adaptation prevented by maternal nutrient restriction. Nutrient restriction in unshorn mothers increased IGF-I and IIR mRNA abundance. The mRNA abundances for IGF-I, II and IIR in adipose tissue were reduced by CE, adaptations independent of maternal food intake, whereas CE plus nutrient restriction increased GHSR-1a mRNA. In conclusion, maternal nutrient restriction with or without CE has very different effects on IGF sensitivity of adipose tissue and may act to ensure adequate fat stores are present in the newborn in the face of very different maternal endocrine and metabolic environments.