During embryogenesis, a genetic program coordinates cell proliferation with morphogenesis and cell differentiation. Recent studies using Drosophila have shown how, as development proceeds, this program directs different cell types to acquire unique modes of cell cycle regulation. As maternal cell cycle factors are exhausted and replaced by differentially expressed zygotic factors, an increasing repertoire of gene products become potential regulators of the cycle. Cyclin B, Cdc25, and Cyclin E each act as limiting regulators in Drosophila in specific cell types at particular developmental stages. The genes encoding these and many other candidate regulators have been cloned from mice, but their roles in vivo have yet to be understood.