To determine the influence of protein supplementation on intake and fermentation of low-quality hay, six ruminal- and cecal-cannulated Rambouillet ewes (avg wt 43.6 kg) in a crossover design were given ad libitum access to prairie hay with or without 80 g of cottonseed meal (CSM) X head-1 X d-1. Voluntary hay intake was measured the last 7 d of each 18-d period. Ruminal, cecal and blood samples were collected at 0, 1 (except cecal), 3, 6, 9, 12, 15, 18, 21 and 24 h post-supplementation on d 14 of each period to measure fluid dilution rate, fermentation characteristics and serum concentrations of insulin and growth hormone. An intraruminal dose of Yb-labeled hay, followed by fecal sampling on d 15 through 18, was used to measure particulate passage rate. Voluntary intake of prairie hay was increased (P less than .04) from 23.7 to 28.3 g/kg of body weight by CSM supplementation. Particulate passage rate constants did not differ (P greater than .15) between supplemented (3.76%/h) and control (3.72%/h) ewes, and total mean retention time was not altered (P greater than .15) by CSM supplementation. Ruminal retention time of particulates did not differ (P greater than .15) between treatments; however, intestinal transit time was faster (P less than .03; 18.1 vs 22.6 h) in supplemented than in control ewes. Estimated gastrointestinal dry matter fill was greater (P less than .05; 14.3 vs 12.9 g/kg body weight) in supplemented ewes. Ruminal fluid volume did not differ (P greater than .15) between treatments; however, supplemented ewes tended to have faster fluid dilution rates (P less than .14) and fluid outflow rates (P less than .11) than control ewes. Cecal fluid volume, dilution rate and outflow rate did not differ (P greater than .15) between groups. Ruminal and cecal pH and total volatile fatty acids were similar between treatments. Similarly, cottonseed meal supplementation did not affect (P greater than .15) ruminal or cecal ammonia concentrations. Molar proportions of ruminal and cecal individual fatty acids were not affected (P greater than .15) by CSM supplementation. Feeding cottonseed meal increased (P less than .05) serum insulin, decreased (P less than .07) serum growth hormone and increased (P less than .06) serum free fatty acids, but did not influence (P greater than .15) either serum urea N or glucose concentrations. Cottonseed meal supplementation in ewes fed prairie hay caused increased hay intake but had minimal effects on ruminal and cecal fermentation.