Objective: Uteroplacental insufficiency has been shown to impair insulin action and glucose homeostasis in adult offspring and may act in part via altered mitochondrial biogenesis and lipid balance in skeletal muscle. Research design and methods: Bilateral uterine vessel ligation to induce uteroplacental insufficiency in the offspring (Restricted) or sham surgery was performed on day 18 of gestation in rats. To match the litter size of Restricted offspring, a separate cohort of sham litters had litter size reduced to 5 at birth (Reduced Litter), which also restricted postnatal growth. Remaining litters from sham mothers were unaltered (Control). Offspring were studied at 6 months of age. Results: In males, both Restricted and Reduced Litter offspring had reduced gastrocnemius PGC-1 mRNA and protein, and mtTFA and COX III mRNA (P<0.05), while only Restricted had reduced skeletal muscle COX IV mRNA and protein and glycogen (P<0.05), despite unaltered glucose tolerance, HOMA and intramuscular triglycerides. In females, only gastrocnemius mtTFA mRNA was lower in Reduced Litter offspring (P<0.05). Furthermore, glucose tolerance was not altered in any female offspring, although HOMA and intramuscular triglycerides increased in Restricted offspring (P<0.05). Conclusions: Restriction of growth due to uteroplacental insufficiency alters skeletal muscle mitochondrial biogenesis and metabolic characteristics, such as glycogen and lipid levels, in a sex specific manner in the adult rat, in the absence of impaired glucose tolerance. Furthermore, an adverse postnatal environment induced by reducing litter size also restricts growth and alters skeletal muscle mitochondrial biogenesis and metabolic characteristics in the adult rat.