In preterm neonates unable to obtain sufficient oral nutrition, intravenous lipid emulsion is life-saving. The contribution of post-conceptional level of maturation to pathology that some neonates experience is difficult to untangle from the global pathophysiology of premature birth. In this study we determined fetal physiological responses to intravenous lipid emulsion. METHODS Fetal sheep were given intravenous Intralipid 20® (n=4 female, 7 male) or Lactated Ringer’s Solution (n=7 female, 4 male) between 125±1 and 133±1 d of gestation (term=147 d). Manufacturer recommendation for premature human infants was followed: 0.5-1 g/kg/d initial rate, increased by 0.5-1 g/kg/d to 3 g/kg/d. Hemodynamic parameters and arterial blood chemistry were measured, and organs were studied postmortem. Red blood cell lipidomics were analyzed by LC-MS. RESULTS Intravenous intralipid did not alter hemodynamic or most blood parameters. Compared to Controls, Intralipid infusion increased final day plasma protein (P=0.004; 3.5±0.3 vs. 3.9±0.2), albumin (P=0.031; 2.2±0.1 vs. 2.4±0.2), and bilirubin (P<0.001; conjugated: 0.2±0.1 vs. 0.6±0.2; unconjugated: 0.2±0.1 vs. 1.1±0.4). Circulating IGF-1 decreased following Intralipid infusion (P<0.001; 66±24 vs. 46±24). Compared to Control Oil Red O liver stains (median score 0), Intralipid-infused fetuses scored 108 (P=0.0009). Lipidomic analysis revealed uptake and processing of infused lipids into red blood cells, increasing abundance of saturated fatty acids. CONCLUSION The near-term fetal sheep tolerates intravenous lipid emulsion well, although lipid accumulates in the liver. Increased levels of unconjugated bilirubin may reflect increased red blood cell turnover or impaired placental clearance. Whether Intralipid is less well tolerated earlier in gestation remains to be determined.