A profit maximizing linear programming model was developed. The model was fitted to a demonstration farm having a forage based livestock feeding system. Restraints where the resources of the McCoy farm in Rockbridge County, Virginia, which included limited pasture, labor, storage availability, and limited financial resources. Row crop production was an option not considered. Only variable costs of production were considered as fixed costs continue in the absence of production. Forage and livestock species used in the model were currently in existence on the farm. Estimated productivity levels were also based on actual farm data and were used to establish the upper limits of forage production. Results of the analysis indicate that alfalfa hay held for sale was the most profitable single enterprise. Grass hay was produced and fed to meet the livestock requirements during February and March. A fall calving cow-calf herd, with calves being marketed, at 634 pounds on September 30 was more profitable than marketing during July at lighter weights even though this system had higher forage requirements. Neither a spring calving cow herd or the purchase of stocker calves for summer grazing ensured the optimal farm plan as forage was better utilized by the fall herd. Seventy three fall calving cows and 152 winter lambing ewes were in the optimal plan. The ratio of fall calving cows to winter lambing ewes was 1 : 2. Stocking ratios between cows and ewes were dependent upon price relationships used and could vary with differing price relationships between feeder calves and slaughter lambs. Stocking rates were limited most by the availability of the improved and unimproved pastures. All available labor was used during November through May. Additional labor had to be hired to offset labor shortages during January through May. Financial resources of the farmer were adequate to meet the variable costs of production without additional use of borrowed capital. / M.S.