In animals, the combination of oxidative liver damage and inhibited hepatocyte proliferation increases the numbers of hepatic progenitors (oval cells). We studied different murine models of fatty liver disease and patients with nonalcoholic fatty liver disease or alcoholic liver disease to determine whether oval cells increase in fatty livers and to clarify the mechanisms for this response. To varying degrees, all mouse models exhibit excessive hepatic mitochondrial production of H 2 O 2 , a known inducer of cell-cycle inhibitors. In mice with the greatest H 2 O 2 production, mature hepatocyte proliferation is inhibited most, and the greatest number of oval cells accumulates. In rodent models for hepatocarcinogenesis, small oval cells that express both hepatocyte and cholangiocyte markers accumulate in the liver before cancerous nodules develop.