The relationship between epithelial cell production and growth rate was investigated in Hydra attenuata under different feeding regimes. The increase of epithelial cell number was compared to the duration of the epithelial cell cycle using standard methods of cell cycle analysis. The results indicate that cell cycle changes accompanying changes in feeding regime are not sufficient to explain the altered growth rate. Under heavy feeding regimes, epithelial cell production equals tissue growth rate. At low feeding level or under starvation conditions the epithelial cell cycle lengthens and growth rate of epithelial cell population is slowed. However, the cell cycle changes are insufficient to account for the reduction in tissue growth and thus there is an effective overproduction of epithelial cells amounting to 10% per day. Evidence suggests that these excess cells are phagocytized by neighboring cells in the tissue. Thus phagocytosis is directly or indirectly involved in regulating the growth of hydra tissue.