The objective was to determine the effect of overstocking the headlock, the freestalls, or both at 160% on the physiology and resting behavior of dairy cattle. Holstein cows (n = 32) were housed in a freestall barn, fed a TMR at 0700 and 1530 h, and milked at 0830 and 1830 h daily. Groups (n = 4) were balanced by parity (1.8 ± 1.1) and DIM (224.3 ± 58.5 d). Treatments were 100% stocking density at freestalls (FS) and headlocks (HL), 100% stocking density at FS and 160% at HL, 160% stocking density at FS and 100% at HL, and 160% stocking density at FS and HL. Treatments were assigned using a 4 × 4 Latin square with 14-d periods followed by a 3-d washout. Accelerometers were affixed to a rear leg of each cow to collect lying behaviors (daily lying time, left, and right side lying time, bout duration, and number of bouts). Displacements 2 h after each feeding were evaluated using video data. On d 0, 7, and 14 of each period, fecal samples [to evaluate E. coli and coliform counts (cfu/mL)], hygiene scores, and milk samples were collected. A mixed model (SAS 9.4) was used to evaluate the effects of treatment. Relative to 100% at FS and HL, overstocking the FS or overstocking FS and HL decreased lying time (13.2 ± 0.4 vs 11.4 ± 0.4 or 11.7 ± 0.4 h/d, P ≤ 0.01). Decreased lying time was also evident when FS or both FS and HL were overstocked compared with only overstocking the HL (11.4 ± 0.4 or 11.7 vs. 0.4 vs 12.7 ± 0.4 h/d, P ≤ 0.04). No other lying behaviors differed (P ≥ 0.15). No differences in social aggression at the feed bunk were evident (P = 0.22). E. coli and coliform in feces was not affected by treatments (P ≥ 0.32). Nor were any treatment effects on hygiene (P ≥ 0.43), milk fat (P = 0.47), protein (P = 0.67), and SSC (P = 0.78). In the short term, fecal shedding of pathogens, hygiene scores, and milk components were not altered by overstocking. However, cows could not compensate for reduced access to freestalls, regardless of feedbunk stocking density, resulting in lost lying time. It needs to be determined if this behavioral change is sufficient to alter other aspects of welfare and productivity in the long term.