Background & aims: Previous studies have shown that fetal life malnutrition affects preferences for fat deposition in the body thereby predisposing for visceral adipocity and associated disorders in glucose-insulin regulation. In this study, we aimed to test the hypotheses that late-gestation undernutrition 1) has long-term differential impacts on development, expandability and metabolic features in subcutaneous as compared to perirenal and mesenteric adipose tissues, which 2) will predispose for visceral obesity upon exposure to an obesogenic diet in early postnatal life. Methods: Twin-bearing last trimester ewes received diets supplying 100% (NORM) or 50% (LOW) of protein and energy requirements. Lambs received moderate, low-fat (CONV) or high-carbohydrate-high-fat (HCHF) diets from 3-days until 6-months of age (just after puberty), and then half the lambs (including all males) were sacrificed. Remaining animals (exclusively females) received a low-fat, grass-based diet until sacrificed at 2-years of age (adulthood). In subcutaneous, perirenal and mesenteric fat, energy metabolism related gene expressions and fatty acid composition were determined. Histological evaluations were performed of subcutaneous and perirenal fat. The late-gestation undernutrition reduced whole-body insulin sensitivity and increased the risk of obesity-induced mesenteric adiposity in the sheep used in the experiment. Results: A deviating morphology of subcutaneous adipose tissue with greater occurrence of very small adipocytes (