We have reported previously that the expression of focal adhesion kinase (FAK) is elevated in glioblastomas and that expression of FAK promotes the proliferation of glioblastoma cells propagated in either soft agar or in the C.B.17 severe combined immunodeficiency (scid) mouse brain. We therefore determined the effect of FAK on cell cycle progression in these cells. We found that overexpression of wild-type FAK promoted exit from G 1 in monolayer cultures of glioblastoma cells, enhanced the expression of cyclins D1 and E while reducing the expression of p27 Kip1 and p21 Waf1 , and enhanced the kinase activity of the cyclin D1-cyclin-dependent kinase-4 (cdk4) complex. Transfection of the monolayers with a FAK molecule in which the autophosphorylation site is mutated (FAK397F) inhibited exit from G 1 and reduced the expression of cyclins D1 and E while enhancing the expression of p27 Kip1 and p21 Waf1 . Small interfering RNA (siRNA)-mediated down-regulation of cyclin D1 inhibited the enhancement of cell cycle progression observed on expression of wild-type FAK, whereas siRNA-mediated down-regulation of cyclin E had no effect. siRNAmediated down-regulation of p27Kip1 overcame the inhibition of cell cycle progression observed on expression of FAK397F, whereas down-regulation of p21Waf1 had no effect. These results were confirmed in vivo in the scid mouse brain xenograft model in which propagation of glioblastoma cells expressing FAK397F resulted in a 50% inhibition of tumor growth and inhibited exit from G 1 . Taken together, our results indicate that FAK promotes proliferation of glioblastoma cells by enhancing exit from G 1 through a mechanism that involves cyclin D1 and p27 Kip1 .FAK 1 is a nonreceptor cytoplasmic tyrosine kinase. It has been shown to be activated on clustering of integrin receptors in the cell membrane or by the ligation of multiple growth factor receptors (1-3). Activation occurs through phosphorylation of Tyr 397 , either through autophosphorylation or Src-induced phosphorylation (4). Clustering of integrin receptors occurs during cell attachment, and the receptors localize to focal contacts (early adhesion complexes) where, in a temporally related manner, a signaling complex is assembled which includes FAK as well as cellular Src and other kinases, cytoskeletal proteins, and adaptor molecules (3, 5, 6). In nonmalignant and nontransformed cells, this localization of FAK to focal contacts or focal adhesions (mature adhesion complexes) has been shown to be necessary for its activation, indicating that FAK activation is regulated by integrin receptor engagement or cell adhesion in these cells. In contrast, in malignant or transformed cells, the activation of FAK does not appear to be regulated solely by cell adhesion or integrin receptor engagement. For example, we have shown the activation of FAK (phosphorylation of Tyr 397 ) in glioblastoma cells propagated in suspension, suggesting that the mechanisms governing the activation of FAK in malignant or transformed cells may differ from those util...