Five primiparous Holstein cows (483 kg BW) of low productivity were used in a 4 x 5 incomplete Latin square design to study the effects of feeding two levels of grain containing soybean meal and one level of grain containing fish meal on feed intake, milk production, digestibility, and rumen fermentation. Animals all were fed alfalfa silage for ad libitum intake. Collection of data was between wk 11 and 24 of lactation. The four treatments were an all silage diet (control), silage and medium concentrate fed at 1.8% BW containing soybean meal, and silage and low concentrate fed at 1.3% BW containing either soybean meal or fish meal. Treatments other than control were designed to give similar CP intake from the concentrate, which was based on high moisture corn and cob meal. Milk production and composition were similar among treatments except for fat percentage, which was significantly lower for low grain soybean meal. Intake of DM was higher on medium grain soybean meal compared with the other treatments. Average BW and change in BW (.11 kg/d) were not affected by treatments. Digestibility of DM was higher for cows fed grain (68 to 73%) than for those fed the control diet (60%). Generally, feeding concentrate at 1.3 or 1.8% BW and supplementing with soybean meal or fish meal resulted in pH and concentrations of NH3 N and VFA similar to those observed on the all silage diet. Feeding concentrate at 1.3 or 1.8% BW and supplying fish meal or soybean meal did not change feed utilization enough to increase milk production in low producing cows compared with an all silage diet.