To determine the influence of increasing levels of supplemental ruminally undegraded intake protein (UIP) on visceral organ weights, growth, cell proliferation, and morphology, 20 mature ewes of mixed breeding were fed a 6.55% CP grass hay:straw mixture (40:60) and assigned to one of four supplemental treatments. Supplements were control (no supplement) and low, medium, and high levels of UIP. After 42 to 46 d on treatment, ewes were infused i.v. with 5-bromo-2-deoxy-uridine (BrdU, a thymidine analog used to provide an index of the rate of intestinal cell proliferation) and slaughtered 1 h later. Visceral organs were weighed, and subsamples were obtained to evaluate visceral DNA, RNA, and protein contents (frozen samples) as well as intestinal morphology (fixed samples). Final BW; eviscerated BW (EBW); total visceral weight; and liver fresh, dry, and dry fat-free weights were increased (P<.10) in protein-supplemented ewes compared with controls, but were not influenced by increasing levels of UIP. Tissue weights of duodenum, jejunum, ileum, cecum, and colon were not greatly influenced by treatment. There were no differences among treatments in intestinal DNA and protein concentrations and the ratios RNA:DNA and protein:DNA. Jejunal RNA concentration and content was increased (P<.10) in low compared with medium and high treatments. Jejunal RNA content also was decreased (P<.10) in high compared with the medium UIP treatment. Liver RNA and protein contents were increased (P<.10) with protein supplementation. In contrast, contents of RNA, DNA, and protein in duodenum, ileum, cecum, and colon were not influenced by treatment. In addition, neither the rate of intestinal proliferation (BrdU labeling) nor intestinal morphology (crypt depth, villus length, or villus width) were affected by treatment. These data indicate that the influence of protein supplementation on visceral growth involves primarily the liver and not the intestines. These data also indicate that visceral growth, except in jejunum, are not altered by differing levels of UIP supplementation.