Drying-off dairy cows is a challenge due to high milk yields. Dry-off management includes reduced energy supply, which may cause hunger, and reduced milking frequency, which may cause udder engorgement. Fifty-two loose-housed Holstein cows yielding +20 kg/d were used in a 2×2 design during dry-off to investigate the effect of milking frequency and feeding level onbehaviour. The last 7 d before dry-off, cows were milked either twice or once daily, and were fed either a lactation diet or this diet diluted with 30% straw, both offered ad libitum in individual bins. Behaviour was video-recorded during 24 h and analysed using GLMMs including the fixed effects milking frequency, diet, day and their interactions, and parity, while cow and group were random effects. Cows milked twice spent less time eating (means (95% CL): 130(108-150) vs 149 (127-170) min/24 h, P<0.05), likely due to time constraints increasing feeding rate. Cows fed the energy-reduced diet spent more time eating (154 (133-175) vs 124 (103-145) min/24 h, P<0.001), less time lying (793 (762-822) vs 864 (833-895) min/24 h, P<0.001), had more attempts to feed from other bins (12 (9.6-16) vs 7.0 (5.1-9.9) min/24 h, P<0.01), and spentless time using a mechanical brush (6.5 (5.0-8.3) vs 9.1 (7.0-12) min/24 h, P<0.05). More time spent feeding in cows fed the straw-dense diet likely reflects that this took longer to ingest and sorting against straw. Reduced time lying in these cows is interpreted as a motivational shift from resting to foraging. In support of this, the energy-reduced diet resulted in more attempts to feed from other bins and less time allocated to brush-use. The increased feeding attemptscombined with reduced lying time and reduced self-grooming activity of dairy cows offered an energy-reduced diet during dry-off, even when offered ad libitum, are suggested to reflect hunger, raising concern for their welfare during dry-off.