pp125(FAK) is tyrosine kinase that appears to regulate the assembly of focal adhesions and thereby promotes cell spreading on the extracellular matrix. In some cells, the C terminus of pp125(FAK) is expressed as a separate protein, pp41/43(FRNK). We have previously shown that overexpression of pp41/43(FRNK) inhibits tyrosine phosphorylation of pp125(FAK) and paxillin and, in addition, delays cell spreading and focal adhesion assembly. Thus, pp41/43(FRNK) functions as a negative inhibitor of adhesion signaling and provides a tool to dissect the mechanism by which pp125(FAK) promotes cell spreading. We report here that the inhibitory effects of pp41/43(FRNK) expression can be rescued by the co-overexpression of wild-type pp125(FAK) and partially rescued by catalytically inactive variants of pp125(FAK). However, coexpression of an autophosphorylation site mutant of pp125(FAK), Which fails to bind the SH2 domain of pp60(c-Src), or a mutant that fails to bind paxillin did not promote cell spreading. In contrast, expression of pp41/43(FRNK) and pp60(c-Src) reconstituted cell spreading and tyrosine phosphorylation of paxillin but did so without inducing tyrosine phosphorylation of pp125(FAK). These data provide additional support for a model whereby pp125(FAK) acts as a ''switchable adaptor'' that recruits pp60(c-Src) to phosphorylate paxillin, promoting cell spreading. In addition, these data point to tyrosine phosphorylation of paxillin as being a critical step in focal adhesion assembly.