Focal adhesion kinase (FAK) regulates numerous cellular functions and is critical for processes ranging from embryo development to cancer progression. Although autophosphorylation on Tyr-397 appears required for FAK functions in vitro, its role in vivo has not been established. We addressed this question using a mutant mouse (fak⌬) deleted of exon 15, which encodes Tyr-397. The resulting mutant protein FAK⌬ is an active kinase expressed at normal levels. Our results demonstrate that the requirement for FAK autophosphorylation varies during development. FAK ⌬/⌬ embryos developed normally up to embryonic day (E) 12.5, contrasting with the lethality at E8.5 of FAK-null embryos. Thus, autophosphorylation on Tyr-397 is not required for FAK to achieve its functions until late mid-gestation. However, FAK ⌬/⌬ embryos displayed hemorrhages, edema, delayed artery formation, vascular remodeling defects, multiple organ abnormalities, and overall developmental retardation at E13.5-14.5, and died thereafter demonstrating that FAK autophosphorylation is also necessary for normal development. Fibroblasts derived from mutant embryos had a normal stellate morphology and expression of focal adhesion proteins, Src family members, p53, and Pyk2. In contrast, in FAK ⌬/⌬ fibroblasts and endothelial cells, spreading and lamellipodia formation were altered with an increased size and number of focal adhesions, enriched in FAK⌬. FAK mutation also decreased fibroblast proliferation. These results show that the physiological functions of FAK in vivo are achieved through both autophosphorylation-independent and autophosphorylation-dependent mechanisms.Focal adhesion kinase (FAK) 2 is a nonreceptor tyrosine kinase critical for processes ranging from embryo development (1) to cancer invasiveness and metastasis (2). FAK activation following integrin engagement or stimulation of a variety of transmembrane receptors triggers its phosphorylation on tyrosine and the formation of multimolecular signaling complexes (3). FAK is enriched in focal adhesions, controlling their turnover and consequently adhesion-related processes such as spreading, migration, survival, and proliferation (1).The important physiological role of FAK is demonstrated by the lethality of its null mutation at embryonic day (E) 8.5 (4, 5). Further studies using conditional deletion showed that FAK regulates the development of the nervous system (6 -9), morphogenesis of the vascular network (5, 10, 11), and cardiac development (12-15). These reports clearly established that FAK is necessary for essential processes in vivo.In vitro studies have shown that, following its recruitment to focal adhesions, FAK autophosphorylation on Tyr-397 creates a high affinity binding site for multiple signaling proteins, including the Src family kinases (SFKs) (3). Following their binding to phospho-Tyr-397 and activation, SFKs phosphorylate other FAK residues inducing its complete activation, its interaction with other signaling proteins, and the stimulation of downstream signaling cascades (16). ...