Failure of the functional pancreatic -cell mass to expand in response to increased metabolic demand is a hallmark of type 2 diabetes. Lineage tracing studies indicate that replication of existing -cells is important for -cell proliferation in adult animals. In rat pancreatic -cell lines (RIN5F), treatment with 100 nM thyroid hormone (triiodothyronine, T 3 ) enhances cell proliferation. This result suggests that T 3 is required for -cell proliferation or replication. To identify the role of thyroid hormone receptor ␣ (TR␣) in the processes of -cell growth and cell cycle regulation, we constructed a recombinant adenovirus vector, AdTR␣. Infection with AdTR␣ to RIN5F cells increased the expression of cyclin D1 mRNA and protein. Overexpression of the cyclin D1 protein in AdTR␣-infected cells led to activation of the cyclin D1/cyclin-dependent kinase/retinoblastoma protein/E2F pathway, along with cell cycle progression and cell proliferation following treatment with 100 nM T 3 . Conversely, lowering cellular cyclin D1 by small interfering RNA knockdown in AdTR␣-infected cells led to down-regulation of the cyclin D1/CDK/Rb/E2F pathway and inhibited cell proliferation. Furthermore, in immunodeficient mice with streptozotocin-induced diabetes, intrapancreatic injection of AdTR␣ led to the restoration of islet function and to an increase in the -cell mass. These results support the hypothesis that liganded TR␣ plays a critical role in -cell replication and in expansion of the -cell mass during postnatal development. Thus, liganded TR␣ may be a target for therapeutic strategies that can induce the expansion and regeneration of -cells.The pancreatic -cell mass plays an essential role in determining the amount of insulin that is secreted to maintain blood glucose levels within a narrow range. Elucidation of the mechanisms that control the size of the -cell mass is essential to allow development of regenerative therapy for both type 1 and type 2 diabetes, which are diseases characterized by an insufficient -cell mass (1). Several mechanisms have been proposed to explain the process of adult -cell mass expansion, including neogenesis from pancreatic duct cells or hematopoietic tissues, replication of highly active -cell progenitors within the islets, and simple -cell proliferation. The size of the -cell mass is governed by the balance between the growth (differentiation and replication) and death (apoptosis) of these cells, but the mechanisms that sense the -cell mass and maintain its homeostasis are largely unknown (2). Several recent reports have indicated that proliferation or replication of existing -cells rather than differentiation of new -cells from stem cells, is one mechanism involved in maintenance of the -cell mass in adults (3, 4).To clarify the mechanisms involved in the replication of -cells, we focused on molecular regulation of the cell cycle in mature pancreatic -cells. Terminally differentiated cells often make the decision to replicate at the interface of the G 0 /G 1 phase of the cel...