The effects of 2 common dry-off management procedures, feed restriction [8 vs. 16 kg of dry matter (DM)/d] and reduced milking frequency (once, 1x vs. twice, 2x/d), on the behavior and udder characteristics of dairy cattle were assessed in late lactation and the early dry period. Milking cows 1x instead of 2x in the week before dry off reduced milk yield (7.0 vs. 8.9 +/- 0.95 kg/d for 1x and 2x, respectively), but had little effect on behavior before or after cessation of milking. In comparison, feed restriction reduced milk yield (6.9 vs. 9.1 +/- 0.95 kg/d for 8 and 16 kg of DM/d, respectively), udder firmness after dry off (7.3 vs. 8.0 +/- 0.24 g force for 8 and 16 kg of DM/d, respectively), milk leakage (2 d after dry off, 14% of cows offered 8 kg of DM/d were leaking milk compared with 42% cows offered 16 kg of DM/d), and the likelihood of Streptococcus uberis intramammary infection (nonclinical mastitis; 12.5 vs. 62.5% of groups with at least 1 cow with a new intramammary infection for 8 and 16 kg of DM/d, respectively). Despite these benefits, cows offered only 8 kg of DM/d spent less time eating (7.3 vs. 8.3 +/- 0.28 h/d for 8 and 16 kg DM/d, respectively), more time lying (8.8 vs. 7.3 +/- 0.24 h/d), and vocalized more before dry off than cows offered 16 kg of DM/d (0.8 vs. 0.2 +/- 0.15 calls/min for 8 and 16 kg of DM/d, respectively). These behavioral changes indicate that this level of feed restriction may cause hunger. Information is needed about alternative dry-off procedures that maintain the health benefits and comfort associated with lower milk yield before dry off but prevent hunger, such as feeding low quality diets ad libitum.