Cell homeostasis is regulated by a balance between proliferation, growth arrest and programmed cell death (apoptosis). Until recently, studies on oncogenesis have focused on the regulation of cell proliferation. The recognition that negative growth control, including growth arrest and programmed cell death, must be understood to comprehend how appropriate cell numbers are maintained and how alterations in any part of the equation can contribute to malignancy has led to a burst of work in this field. This review focuses on what has been learned about distinct settings of negative growth control, analyzing p53-dependent and independent pathways of growth arrest and apoptosis either coupled or uncoupled from differentiation, with an emphasis on the use of hematopoietic cells. The importance of understanding the molecular biology of apoptotic and growth arrest pathways in cancer therapy, and future directions to study negative growth control are addressed as well.