Fetal growth demands a coordinated increase in size of the fetus and the placenta, and both are determined, in part, by locally produced peptide growth factors. The availability of growth factors to individual tissues may be due to local changes in gene expression, but it is also controlled by proteolytic release from extracellular matrix stores. Members of the fibroblast growth factor (FGF) family are stored within basement membranes, while insulin-like growth factors (IGFs) are stored in association with specific binding proteins (IGFBPs). Insulin is a major trophic hormone in utero, and pancreatic beta-cell mass is determined by locally produced IGF-II and members of the FGF family. The mitogenic effects of IGF-II on beta-cells are determined by IGFBPs, which are themselves expressed with a distinct ontogeny within the islets of Langerhans. Overexpression of IGF-II or IGFBP-I can result in nesidioblastosis. Shortly after birth in rodents, many pancreatic beta-cells are destroyed by a process of apoptosis but are simultaneously replaced as a result of beta-cell neogenesis. This process may enrich the pancreas in beta-cells suited to the metabolic demands of postnatal life. The wave of beta-cell apoptosis coincides with a dramatic decrease in the local expression of IGF-II. These events may be functionally linked, because exogenous IGF-II will protect isolated islets from cytokine-induced apoptosis. FGF-2 is also widely expressed within fetal tissues and may be an important regulator of placental angiogenesis. FGF-2 appears in the maternal circulation during pregnancy, with peak values late in the 2nd trimester. It is associated with a circulating binding protein derived from the extracellular domain of the FGFR1 receptor. Levels of FGF-2 in maternal serum correlate positively with fetal size both in the 2nd trimester and at term. The expression of FGF-2 in placenta and its presence in maternal blood are elevated in pregnancies complicated by diabetes and are greatest in diabetic pregnancies associated with retinopathy. Thus, maternal FGF-2 may be a useful indicator of both fetal development and the risk of maternal pathology in pregnancies complicated by diabetes.