Objective: Procyanidol oligomers are bioactive flavonoid compounds from fruits and vegetables that possess insulinomimetic properties, decreasing hyperglycaemia in streptozotocin-diabetic rats and stimulating glucose uptake in insulin-sensitive cell lines. In this study, we analysed the effect of Procyanidol oligomers as grape-seed extract on modulating proliferation in beta-cells. Methods: INS-1 rat insulinoma cells were exposed to different concentrations of Procyanidol oligomers. MTT assay was performed to evaluate pancreatic β -cell proliferation. The expression of Akt/FoxO1/p27 was detected by quantitative real-time PCR and Western blotting. Results: The results revealed that in comparison to the non-treatment group, stimulating INS-1 cells with 10 ug/mL procyanidol oligomers caused β-cell proliferation to be significantly enhanced. The mRNA levels of p27 in INS-1 cells declined upon treatment with procyanidol oligomers compared to the non-treatment group. Western blot analysis revealed that the phosphorylation of Akt and FoxO1 was markedly elevated following exposure to procyanidol oligomers. Moreover, LY294002, a phosphatidylinositol 3-kinase (PI-3K) inhibitor, significantly abrogated procyanidol oligomers induced effects. Conclusion: we conclude that procyanidol oligomers increased the β-cell mass by upregulating β-cell proliferation and that the proliferative action of procyanidol oligomers in β cells was mediated by activation of PI-3K/Akt, which resulted in inactivation of FoxO1 and decreased p27.