Anoikis is a form of cell death that occurs when cells are denied attachment to the extra-cellular matrix. Using p6 cells, that are 3T3 cells overexpressing the type 1 insulin-like growth factor receptor (IGF-IR), we show that these cells undergo apoptosis when seeded on polyHEMA plates in serum-free medium (SFM). IGF-I protects p6 cells from anoikis, without inducing mitogenesis or DNA synthesis. In the surviving p6 cells in suspension cultures, the focal adhesion kinase (FAK) is tyrosyl phosphorylated by IGF-I, although this phosphorylation occurs only after several hours. The importance of FAK in protection from anoikis is confirmed by v-src-transformed R-cells, in which FAK is constitutively phosphorylated, that survive even in SFM. Surviving cells, whether p6 or v-src transformed, tend to form large cell aggregates, whose appearance precedes the phosphorylation of FAK. These and other findings suggest that FAK phosphorylation in the case of IGF-I is a mediated effect rather than a direct one. When p6 cells are plated on polyHEMA dishes, IGF-I induces cell aggregation and this aggregation correlates with survival and the eventual phosphorylation of FAK.