Pregnancy is a unique event in the life span of islet beta-cells. Under the influence of pregnancy islet beta-cells undergo major long term up-regulatory structural and functional changes in response to the increased demand for insulin. Adaptive changes that occur in islets during normal pregnancy include: 1) increased glucose-stimulated insulin secretion with a lowered threshold for glucose-stimulated insulin secretion, 2) increased insulin synthesis, 3) increased beta-cell proliferation and islet volume, 4) increased gap-junctional coupling among beta-cells, 5) increased glucose metabolism, and 6) increased c-AMP metabolism. Of the islet changes that occur during pregnancy the increase in beta-cell division and enhanced glucose sensitivity of insulin secretion are most notable. The increase in beta-cell division leads to an increase in islet mass that contributes to the ability of islets to respond to the increased need for insulin. However, the increased glucose sensitivity of beta-cells is likely to be more important. The lowering of the threshold for glucose stimulated insulin secretion is the primary mechanism by which beta-cells can release significantly more insulin under normal blood glucose concentrations. Although the hormonal changes which occur during pregnancy are complex, it appears that lactogenic influences (either placental lactogen and/or prolactin) are sufficient to induce all of the up-regulatory changes that occur in islets during pregnancy. We have demonstrated that rat placental lactogens I and II are the hormones responsible for up-regulating islets during rodent pregnancy. Although most studies have been done using rodent islets, available evidence strongly suggests that human placental lactogen and/or human prolactin are the responsible lactogens for up-regulating islets during human pregnancy. A model for how lactogens up-regulate islets during pregnancy is proposed.