Abstract Multiparous ewes received 100% (control, C, n  = 13) or 50% (nutrient restricted, NR, n  = 14) of NRC dietary requirements from d28-d78 of gestation. On d78, 5 C and 6 NR ewes were necropsied. The remaining 8 C and 8 NR ewes were fed to 100% of NRC from d78-d135 and necropsied. Maternal blood was collected at both necropsies and at weekly intervals for assay of glucose, insulin and leptin. Fetal blood was collected at d78 and d135 necropsies for assay of glucose and lipids. Cotyledonary (COT) tissue was evaluated for protein and mRNA expression fatty acid transporter (FATP)1, FATP4, CD36, glucose transporter (GLUT)1 and GLUT3, mRNA expression only placenta fatty acid binding protein (FABPpm) and lipoprotein lipase (LPL), or expression of phosphorylated and total protein forms AMP kinase (AMPK)α, acetyl-CoA carboxylase (ACC), extracellular signal-regulated kinase (Erk)1/2, mammalian target of rapamycin (mTOR) and protein kinase B (Akt). On d78, but not d135, placental and fetal weights were reduced ( P  < 0.05) in NR vs. C ewes. Maternal circulating glucose, insulin and leptin levels were decreased in NR vs. C ewes on d78 ( P  < 0.05) but similar at d135. Fetal blood glucose and triglyceride levels were lower in NR vs. C ewes ( P  < 0.05) on d78, but similar on d135. On d78, GLUT1, FATP4, CD36 mRNA and protein expression levels, FABPpm mRNA level, and leptin protein level were all increased ( P  < 0.05) in COT of NR vs. C ewes. AMPK, ACC, and Erk1/2 activities were also increased ( P  < 0.05) in NR vs. C COT on d78. In contrast, only FATP4 was increased ( P  < 0.05) at both the mRNA and protein levels in COT of NR realimented vs. C ewes on d135. These data demonstrate placental adaptation to maternal NR through increasing nutrient transporter production and growth signaling activity.