In a previous study we showed that feeding fish meal significantly increased muscle long chain n-3 fatty acids (FA) and hot carcass weight. In this study we compared the effect of fish meal and fish oil on increasing muscle long-chain FA. We also investigated whether the increase in carcass weight was due to the effect of dietary enrichment of muscle long-chain n-3 FA on muscle membrane phospholipids and(or) to rumen by-pass protein provided by fish meal. Forty crossbred ([Merino x Border Leicester] x Poll Dorset) wether lambs between 26 and 33 kg BW were randomly assigned to one of five treatments: 1) basal diet of oaten:lucerne chaff (Basal); 2) Basal + fish meal (9% DM) = FM; 3) Basal + fish oil (1.5% DM) with protected sunflower meal (9% DM ) = FOSMP; 4) Basal + fish oil (1.5% DM) = FO; or 5) Basal + protected sunflower meal (10.5% DM) = SMP. Daily intake of ME (9.60 - 10.5 MJ ME/d) and CP (150 to 168 g/d) in all treatments was kept similar by varying the ratio of oaten:lucerne chaff and by feeding the animals at 90% ad libitum intake. Blood samples were collected at the start of the experiment and on the day (d 42) prior to slaughter. Lambs were then slaughtered at a commercial abattoir. At 24 h postmortem carcass traits were measured and longissimus thoracis muscle taken for analysis of FA of phospholipid and triglyceride fractions. Lambs fed FO and FOSMP showed a marked increase in muscle longchain n-3 FA (P < 0.001) and a reduction in magnitude of the rise in insulin concentration (P < 0.001) after feeding compared with lambs fed Basal and SMP diets. Lambs in FM had a moderate increase (P < 0.001) in muscle long-chain n-3 FA content. Compared with Basal diet, both plasma total cholesterol (P < 0.02) and high-density lipoprotein cholesterol (P < 0.001) levels were greater in SMP and less in FO and FOSMP treatments. The i.m. fat content was reduced (P < 0.05) in FM and FO treatments, but carcass weight was increased only with fish meal (P < 0.03). Adding SMP to FO produced muscle with an intermediate level of i.m. fat, whereas muscle long-chain n-3 FA, i.m. fat, and insulin concentration were unchanged with SMP treatment. These results indicate that an increase in carcass weight in FM may be due to the supply of ruminally undegraded protein. They also suggest that fish oil along with fish meal can increase long-chain n-3 FA content in phospholipid of muscle membrane. This may be associated with reduced i.m. fat content and altered insulin action and lipoprotein metabolism.