One hundred and twenty-seven groups of cattle were studied in a slaughterhouse lairage to determine the factors affecting their ability to rest. The cattle were studied by direct observation over one 30-min period during their first 3·5 h in the lairage. An ethogram/time budget analysis of one focal Hereford × Friesian steer or heifer per group was undertaken and the lying behaviour of the whole group was recorded. Linear regression analysis was used to examine the effect of length of time in the lairage on behaviour. The effects of source, sex, group size, space allowance and bedding were examined by a comparison of regression lines. In cattle from markets, standing and moving behaviour, and the number of aggressive interactions decreased and lying behaviour increased with time in the lairage. This was not the case in cattle coming direct from farms. In cattle from markets, steers settled down at a faster rate than heifers, and cattle kept in group sizes >5 settled down at a faster rate than those kept in group sizes ≤5. The presence of straw bedding was associated with greater lying behaviour in market heifers and in market cattle kept in group sizes ≤5 than in similar cattle without straw bedding. Cattle from markets but not those from farms started to settle down within 3·5 h of arrival in the lairage and their behaviour was affected by the social and physical environment.