Isonitrogenous amounts of two protein sources differing in rumen degradation rate and in lipid composition were fed to sheep with or without a rapidly fermentable cereal grain. The effects on intake, carcass leanness, and muscle fatty acid (FA) composition were examined. Thirty-eight crossbred wether lambs (9 mo, 35 to 48 kg) were allocated by stratified randomization to six treatment groups: 1) basal diet of alfalfa hay:oat hay (20:80) ad libitum = basal; 2) basal + lupin (358 g DM/d) = lupin; 3) basal + fish meal (168 g DM/d) = fish meal; 4) basal + barley (358 g DM/d) = barley; 5) basal + barley + lupin (179 + 179 g DM/d) = barley/lupin; or 6) basal + barley + fish meal (179 + 84 g DM/d) = barley/ fish meal. Lambs were fed individually. Dietary treatments were imposed for 8 wk, and the supplements were offered at 2-d intervals. Daily feed intake and weekly BW of lambs were recorded. At the end of the feeding period lambs were slaughtered after an overnight fast. Hot carcass weight (HCW) and fat depth (GR; total fat and muscle tissue depth at 12th rib, 110 mm from midline) were recorded. At 24 h postmortem samples of longissimus thoracis (LT) and longissimus lumborum (LL) muscles were taken from chilled (4 degrees C) carcasses for the assessment of FA composition and meat tenderness, respectively. Lambs fed lupin or fish meal with or without barley had heavier slaughter weights (P < 0.004) and HCW (P < 0.001) than lambs fed basal or barley when initial BW was included as a covariate. The lupin diet also resulted in heavier carcasses (P < 0.05) than the fish meal or barley/fish meal diets. With GR as an indicator, fish meal and barley/ fish meal diets produced leaner carcasses (P < 0.01) than lupin and barley/lupin lambs. Long-chain n-3 FA content [20:5n-3 (P < 0.001), 22:5n-3 (P < 0.003), and 22:6n-3 (P < 0.001)] in the LT muscle were substantially higher with the fish meal and barley/fish meal diets, whereas muscle total n-6 FA was increased (P < 0.003) by lupin and barley/lupin compared with all other diets. Thus, increased muscle long-chain n-3 FA content occurred without an increase in fatness measured as GR, whereas increased muscle n-6 FA content was associated with an increase in carcass fatness. Under these circumstances, a reduction in carcass fatness had no effect on meat tenderness measured as Warner-Bratzler shear force.