Insulin-producing pancreatic islet beta cells are destroyed, severely depleted or functionally impaired in diabetes. Therefore, replacing functional beta cell mass would advance clinical diabetes management. We have previously demonstrated the importance of Cdk4 in regulating beta cell mass. Cdk4-deficient mice display beta cell hypoplasia and develop diabetes, whereas beta cell hyperplasia is observed in mice expressing an active Cdk4R24C kinase. While beta cell replication appears to be the primary mechanism responsible for beta cell mass increase, considerable evidence also supports a contribution from the pancreatic ductal epithelium in generation of new beta cells. We conclude that Cdk4 not only promotes beta cell replication, but also facilitates the activation of beta cell progenitors in the ductal epithelium. In addition, we show that Cdk4 controls beta cell mass by recruiting quiescent cells to enter the cell cycle. Pancreatic development involves extensive morphogenesis, proliferation and differentiation of the pancreatic epithelium to give rise to the distinct cell lineages of the adult pancreas. However, the identity of cell cycle molecules that specify lineage commitment within the early pancreas is unknown. We show that Cdk4 and its downstream transcription factor E2F1 regulate pancreas development prior to and during the secondary transition. Deficiency of Cdk4 results in reduced embryonic pancreas size due to impaired mesenchyme development and limitation of the number of Pdx1+ pancreatic progenitor cells. Interestingly, expression of activated Cdk4R24C kinase leads to increased Nkx2.2+ and Nkx6.1+ cells and a rise in the number and proliferation of Ngn3+ endocrine precursor cells resulting in expansion of the cell lineage. Further, we show that E2F1 binds and activates the Ngn3 promoter thereby modulating Ngn3 expression levels in the embryonic pancreas in a Cdk4-dependent manner. These results identify Cdk4 as an important regulator of early pancreas development by virtue of its ability to modulate the proliferation potential of pancreatic progenitors and endocrine precursors. We demonstrate that RB associates with and stabilizes Pdx-1 that is essential for embryonic pancreas development and adult beta-cell function. Interestingly, Pdx-1 utilizes a conserved RB-interaction motif (RIM) that is also present in E2Fs. Point mutations within the RIM reduce RB-Pdx-1 complex formation, destabilize Pdx-1 and promote its proteasomal degradation. Glucose regulates RB and Pdx-1 levels, RB/Pdx-1 complex formation and Pdx-1 degradation. RB occupies the promoters of -cell specific genes, and knockdown of RB results in reduced expression of Pdx-1 and its target genes. We have begun a systematic analyses of other cell cycle regulators in pancreas development and function. We have recently uncovered an important role for CDK2 in beta cell function and post-natal beta cell proliferation.