The objective of this study was to investigate the effects of replacing barley and soybean meal with increasing levels of by-products on production, digestive, and metabolic parameters in early-mid lactation dairy cows offered perennial ryegrass-based pasture. Forty-eight (32 multiparous and 16 primiparous) dairy cows that were 64 ± 24 d in milk were assigned to 1 of 4 pasture-based dietary treatments (n = 12) in a randomized block design experiment that ran for 70 d. Treatments consisted of a perennial ryegrass-based pasture and 1 of 4 supplementary concentrates: BP35, BP55, BP75, and BP95 containing 35, 55, 75, and 95% by-products, respectively, in the concentrate on a dry matter basis. The by-products used were soyhulls, dried distillers grains, and palm kernel extract in equal proportions. Barley and soybean meal were replaced as by-product inclusion level increased. In this study, intakes of pasture dry matter (15.7 kg) and total dry matter (21.1 kg) were not affected by treatment. Similarly, milk production parameters (milk yield, milk composition, somatic cell count, and urea) were not different between treatments. Unsaturated fatty acids were lower in the milk of cows offered BP35 and BP55 compared with those offered BP75 and BP95. Concentrations of β-hydroxybutyrate, nonesterified fatty acids, and other blood metabolites were within normal range and did not differ between treatments, and cow body condition score and body weight were also not different. Equally, N was unaffected by diet. Blood urea N was lower in the BP75 group compared with BP35. This study demonstrated that barley and soybean meal can be replaced with soyhulls, dried distillers grains, and palm kernel extract without affecting milk production, digestive, or metabolic parameters in dairy cows offered a pasture-based diet.