Here, we report a model to study -cell proliferation in living rats by administering three different doses of dexamethasone (0.1, 0.5, and 1.0 mg/kg ip, DEX 0.1, DEX 0.5, and DEX 1.0, respectively) for 5 days. Insulin sensitivity, insulin secretion, and histomorphometric data were investigated. Western blotting was used to analyze the levels of proteins related to the control of -cell growth. DEX 1.0 rats, which present moderate hyperglycemia and marked hyperinsulinemia, exhibited a 5.1-fold increase in -cell proliferation and an increase (17%) in -cell size, with significant increase in -cell mass, compared with control rats. The hyperinsulinemic but euglycemic DEX 0.5 rats also showed a significant 3.6-fold increase in -cell proliferation. However, DEX 0.1 rats, which exhibited the lowest degree of insulin resistance, compensate for insulin demand by improving only islet function. Activation of the insulin receptor substrate 2/phosphatidylinositol 3-kinase/serine-threonine kinase/ribosomal protein S6 kinase pathway, as well as protein retinoblastoma in islets from DEX 1.0 and DEX 0.5, but not in DEX 0.1, rats was also observed. Therefore, increasing doses of dexamethasone induce three different degrees of insulin requirement in living rats, serving as a model to investigate compensatory -cell alterations. Augmented -cell mass involves -cell hyperplasia and, to a lower extent, -cell hypertrophy. We suggest that alterations in circulating insulin and, to a lesser extent, glucose levels could be the major stimuli for -cell proliferation in the dexamethasone-induced insulin resistance.-cell growth; glucocorticoid; hyperglycemia; hyperinsulinemia; insulin resistance PANCREATIC -CELLS ARE the only significant source of insulin, which is required for maintaining appropriate metabolic homeostasis and particularly to maintain glucose levels within a narrow range. However, failure of the -cell capacity (-cell dysfunction and/or insufficient -cell mass) contributes to the pathogenesis of both type 1 (T1DM) and type 2 diabetes mellitus (T2DM) (10, 18). Physiological or pathological states such as aging, pregnancy, insulin resistance, and obesity demand an increase in circulating insulin. Several -cell adaptations are observed in these conditions, including increased insulin synthesis and secretion, hyperplasia, and hypertrophy (23,28,30). -Cell mass plays an essential role in limiting the amount of insulin that is secreted in these systemic conditions of increased insulin demand. Patients with T2DM show reduced -cell mass as a result of impaired -cell proliferation and/or increased -cell apoptosis, suggesting that adequate -cell mass is required for prevention of diabetes (10, 18). Although remarkable improvements in the management of diabetic patients have occurred over recent years, new therapies are still needed to further improve metabolic control of this pathology (36).Amelioration of -cell function and increase in -cell number are important goals in diabetes research. Pancreatic -cell mass r...