Beef steers were fed in two phases 1) to determine the relative importance of changes in DMI, gastrointestinal tract fill, energy expenditures, and composition of gain in the compensatory growth phenomenon, 2) to compare the effects of growth restriction due to ad libitum consumption of a low-energy (low-concentrate) diet to those of limited intake of a high-energy (high-concentrate) feed, and 3) to examine changes in carcass composition and quality resulting from different types of growth restriction. During the growing phase (237 to 327 kg), steers were fed either a high- (C) of low- (F) concentrate diet. Diet F was available for ad libitum consumption (FA) and diet C was available either for ad libitum consumption (CA) or on a limited basis (CL) to match the live weight gains by the FA group. During the finishing phase (327 to 481 kg), all steers received diet C, either for ad libitum consumption (CA) or restricted (CL) to 70% of the intake by the corresponding CA steers. Backfat thickness was markedly reduced (P < .001) by final feed restriction (7.4 and 6.9 mm for CL-CL and FA-CL respectively), compared with CA-CA (12.6 mm). Backfat also was lower in CL-CA (11.6 mm, P < .10) and FA-CA (9.9 mm, P < .05) than in CA-CA steers. Conversely, marbling scores were similar among groups, except for the FA-CL steers, which had lower marbling scores than FA-CA and CL-CA steers (P < .05). Higher DMI following growth restriction were accompanied by increased rates of live weight (+54 and +27%) and empty body weight (EBW; +57 and +43%) gain for CL-CA and FA-CA steers, respectively, compared with CA-CA steers. Gain:feed (EBW basis) were improved in some restricted/refed groups (+30, +13, and +10%, for Cl-CA, CL-CM respectively CA-CA. Increased DMI played a major role in the compensatory gain response in both CL-CA and FA-CA groups. Maintenance requirement was reduced (-17%) in CL-CA and increased in the FA-CA group (+21%); both changes affected the magnitude of compensatory gain in those animals. In contrast, composition of gain had little or no effect on the compensatory gain response. Programmed feeding can be used to manipulate carcass quality, but low-concentrate feeding during the growing phase may impair overall feedlot performance.