The Goto-Kakizaki (GK) rat is a type 2 diabetes model with a defective beta-cell mass detectable in late fetal development. Diminished IGF-2 production seems to be involved in this effect. Herein, we analyzed the effect of maternal food-restriction on the beta-cell mass of GK fetuses and the involvement of the IGF system, highly responsive to nutritional status in this process. To this end, in undernourished GK fetuses (U-GK), we measured serum GH/IGF levels, beta-cell mass, replication and differentiation, and IGF-1/-2 protein content in liver and pancreas tissue. Pregnant GK females were food restricted (65% restriction) during the last week of gestation. Our results show that maternal malnutrition ameliorates beta-cell mass in U-GK fetuses and a specific pancreatic IGF-2 increase may be instrumental in this effect. Further studies are needed to determine whether maternal undernutrition is sufficient to delay or decrease the risk of the GK rat for developing diabetes.