Five crossbred beef cows (Hereford X Angus, 422 kg) with ruminal and duodenal cannulae were used in a Latin square experiment to determine the effects of dietary proportions of fescue and clover hays (0:1, .25: .75, .5:.5, .75:.25 and 1:0) on digestive function. Feed intake was 85% of ad libitum intake of fescue alone (1.03% of body weight). Fescue contained 1.26% nitrogen (N), 71.0% neutral detergent fibre (NDF) and 7.6% acid detergent lignin (ADL), and clover contained 2.43% N 50.0% NDF and 5.8% ADL in DM. Ruminal fluid ammonia-N concentration increased linearly (P less than .05) with declining dietary fescue level. Total concentration of volatile fatty acids in ruminal fluid and duodenal and rectal digesta mean particle size were not affected by fescue level. Ruminal fluid volume and flow rate increased linearly (P less than .05) with increasing dietary fescue, but fluid and particulate digesta passage rates were unchanged. Apparent ruminal organic matter (OM) digestion decreased quadratically (P less than .05) as fescue increased (74.5, 54.3, 49.8, 46.2 and 42.4% for 0, 25, 50, 75 and 100% fescue, respectively). Postruminal OM digestion as a percentage of intake was partially compensatory, increasing linearly (P less than .05) as dietary fescue level rose (2.3, 3.5, 5.1, 8.6 and 11.1% of intake). Thus, total tract OM digestion declined less as fescue replaced clover (76.8, 57.8, 55.0, 54.8 and 53.5%; linear and quadratic, P less than .05) than did apparent ruminal OM disappearance. Changes in ruminal NDF, acid detergent fibre and cellulose digestibilities were similar to those for OM. Microbial growth efficiency increased quadratically (P less than .10) as fescue intake increased. These results indicate that with low feed intake, ruminal and total tract digestion of an all-legume hay diet is greater than that of a grass hay diet. Little or no digestive advantage was achieved by substituting clover for fescue, except in the case of total replacement of fescue with clover, because of concurrent decreases in microbial growth efficiency, microbial N flow to the intestines and OM digestion in the postruminal tract. Negative associative effects in digestion observed between clover and fescue hays in this experiment deserve further study.