Fall-calving primiparous beef females [body weight (BW): 451 ± 28 (SD) kg; body condition score (BCS): 5.4 ± 0.7] were individually-fed 100% (control; CON; n = 13) or 70% (nutrient restricted; NR; n = 13) of estimated metabolizable energy and metabolizable protein requirements from day 160 of gestation to calving. Post-calving, all dams were individually-fed tall fescue hay supplemented to meet estimated nutrient requirements for maintenance, growth, and lactation in Calan gates until day 149 of lactation, which limited calves to milk only. From day 150 of lactation until weaning at day 243, dams and calves were group-fed in drylots. Dam BW and metabolic status were determined every 21 d, and BCS and backfat (BF) were determined every 42 d of lactation until weaning. Pre-weaning calf BW, size, and metabolic status were determined every 21 d. Data were analyzed with nutritional plane, calving date, and calf sex (when P < 0.25) as fixed effects. Circulating metabolites included day and nutritional plane × day as repeated measures. We previously reported that post-calving, NR dams were 64 kg and 2.0 BCS less than CON, but calf BW and size at birth were not affected. During the first 147 d of lactation, NR dams gained more (P < 0.01) BW than CON and increased (P < 0.01) BCS, while CON decreased (P ≤ 0.01) BCS and BF. Previously NR dams had lower (P < 0.01) circulating triglycerides on day 1 of lactation, tended to have lower (P = 0.08) triglycerides on day 21, and had lower (P ≤ 0.04) non-esterified fatty acids (NEFA) on days 21 and 243 than CON. Maternal glucose and urea N were not affected (P ≥ 0.73). At weaning, NR dams weighed 17 kg less (P = 0.15), were 0.67 BCS lower (P < 0.01), and tended to have less (P = 0.06) BF. Calves born to NR dams weighed less (P = 0.02) than CON by day 42 of age and were 13% smaller (P < 0.01) at weaning. Calf girth measures diverged (P ≤ 0.05) by day 21 of age, and skeletal size measures were less (P ≤ 0.08) for calves born to NR dams at most timepoints after day 63 of age. Calves born to NR dams tended to have lower (P = 0.09) circulating urea N pre-weaning than CON, but glucose, triglycerides, and NEFA were not affected (P ≥ 0.16). In summary, first-parity beef females that were nutrient restricted during late gestation experienced compensatory growth and gained body condition during lactation but were still thinner at weaning. Nutrient restriction reduced pre-weaning calf growth, likely due to decreased milk production.