Transforming growth factor-beta (TGF-beta) induces apoptosis in fetal rat hepatocytes. However, a subpopulation of these cells survives concomitant with changes in morphology and phenotype, reminiscent of an epithelial mesenchymal transition (EMT) [Exp. Cell Res. 252 (1999) 281-291]. In this work, we have isolated the subpopulation that survives to TGF-beta-induced apoptosis, showing that these cells maintain the response to TGF-beta in terms of Smads activation and growth inhibition. Analyses of the intracellular signals that could impair the apoptotic effects of TGF-beta have indicated that the phosphatidylinositol 3-kinase (PI 3-K)/Akt pathway is activated in these resistant cells. Experiments in fetal rat hepatocytes have shown that TGF-beta is able to transiently activate PI 3-K/Akt by a mechanism independent of protein synthesis but dependent on a tyrosine kinase activity. Pro-apoptotic signals, such as oxidative stress and caspases, contribute to the loss of Akt at later times. Inhibiting PI 3-K sensitizes fetal hepatocytes (FH) to the apoptosis induced by TGF-beta and causes spontaneous death in the resistant cells. In conclusion, TGF-beta, as it is known for other cytokines, could be inducing pro-apoptotic and survival signals in hepatocytes, the balance among them will decide cell fate.