Digestion was studied with three groups of four sheep each fed alfalfa hay. Treatments were whey only, whey plus water, and water only. Digestibilities of dry matter for the three rations were 71.3, 69.7, and 62.9%. Digestibilities of whey solids calculated by difference was 86.9% for whey only and 81.6% for whey plus water. Twelve sheep were in three trials to determine the intake of whey, water, and hay consumption. They were assigned to whey only, whey plus water, and water only. Hay, whey, and water consumption was 1.89, 8.73, and 0; 1.88, 7.62, and 1.21; and 2.05, 0, and 6.07kg per animal daily. Three mature fistulated wether sheep were fed 6 liters of liquid whey daily, and three similar sheep were fed water only. Rumen liquor samples were taken for analysis of volatile fatty acids at 0, 3, and 6h after whey feeding on each of three alternate days. Alfalfa hay (1.2 kg/animal daily) was fed after the 6-h sampling. Molar percentage of acetic and valeric acids were lower and for butyric acid was higher for sheep fed whey. Propionic acid, acetate:propionate ratio, and total concentration were not affected significantly by whey feeding. Acetic acid decreased from 0 to 3h, then partly returned to the prefeeding level at 6h. The reverse was true for butyric acid. Valeric acid and total concentration of volatile fatty acids decreased from 0 to 6h. Effects of day were unexplained.