Eight lactating Holstein dairy cows were fed corn silage-based diets with or without whole cottonseed at 18.5% of the dietary dry matter. At 42 days postpartum, a pulse injection of 100 mg glucose/kg body weight was given intravenously and plasma glucose concentration was monitored for 45 min. At 50 d postpartum, biopsies of adipose tissue and mammary tissue were taken and tissue slices were incubated in vitro with either uniform carbon-14 glucose or 1-carbon-14 palmitate. Basal concentration of plasma glucose was not affected by diet, although apparent distribution volume of glucose did seem to decrease due to feeding whole cottonseed. Feeding whole cottonseed decreased uptake of glucose and palmitate in both adipose tissue and mammary tissue and also decreased oxidation of glucose to carbon dioxide in both tissues. Palmitate oxidation was not affected by diet. Incorporation of carbon-14 from glucose into adipose tissue lipids was decreased in cows fed whole cottonseed. Results indicate that fat supplementation in the form of whole cottonseed may decrease palmitate incorporation and glucose utilization for glycerol and reducing equivalent synthesis in both adipose tissue and mammary tissue of lactating dairy cows.