During animal development, organ size is determined primarily by the amount of cell proliferation, which must be tightly regulated to ensure the generation of properly proportioned organs. However, little is known about the molecular pathways that direct cells to stop proliferating when an organ has attained its proper size. We have identified mutations in a novel gene, shar-pei, that is required for proper termination of cell proliferation during Drosophila imaginal disc development. Clones of shar-pei mutant cells in imaginal discs produce enlarged tissues containing more cells of normal size. We show that this phenotype is the result of both increased cell proliferation and reduced apoptosis. Hence, shar-pei restricts cell proliferation and promotes apoptosis. By contrast, shar-pei is not required for cell differentiation and pattern formation of adult tissue. Shar-pei is also not required for cell cycle exit during terminal differentiation, indicating that the mechanisms directing cell proliferation arrest during organ growth are distinct from those directing cell cycle exit during terminal differentiation. shar-pei encodes a WW-domain-containing protein that has homologs in worms, mice and humans, suggesting that mechanisms of organ growth control are evolutionarily conserved. and Ripoll, 1975). Notably, after such manipulation of proliferation rates, the final pattern and size of the adult structures are normal. Moreover, discs can regenerate missing parts after surgical manipulation (Bryant, 1978; Bryant and Simpson, 1984) and when ~75% of the progenitor cells of imaginal discs are killed by X-rays, the remaining cells proliferate and compensate for the loss of cells (Haynie and Bryant, 1977). Hence, cell proliferation is plastic and cells in a developing tissue adjust their proliferation depending on whether more cells are needed to build a normal sized structure (Day and Lawrence, 2000;French et al., 1976;Garcia-Bellido and Garcia-Bellido, 1998). However, the molecular mechanisms that direct cells to stop proliferating once the primordium of a structure has reached the correct size are poorly understood.In principle, defined organ size can be generated either by regulating the extent of cell proliferation or by eliminating superfluous cells through programmed cell death, or both. Only limited amounts of cell death are observed during imaginal disc growth (Milan et al., 1997;Wolff and Ready, 1991), indicating that disc size is primarily, albeit not exclusively, controlled at the level of cell division. Thus, factors must exist that regulate the decision of imaginal disc cells to re-enter or exit the cell cycle to mediate growth control.The Drosophila eye is particularly well suited to identify factors that regulate cell proliferation. First, the various stages of cell division and differentiation can be accurately followed in eye imaginal discs. Second, defects in growth control and differentiation can be easily scored. In the early growth phase of the eye disc, cell cycles are not synchronized and pro...