Culturing cells on bio-gels are believed to provide a more in vivo-like extracellular matrix. 3T3-L1 cells cultured on Matrigel® significantly alteregd their proliferation and differentiation as compared to growth on tissue culture-coated polystyrene surfaces. Growth on a 250-μm thick layer of Matrigel® facilitated the formation of cellular aggregates of 3T3-L1 cells. Differentiation of 3T3-L1 cells cultured on Matrigel® demonstrated increased levels of mRNA levels for key adipogenic transcription factors (PPARγ, C/EBPα, SREBP1), lipogenic markers (FAS, FABP4, LPL, PLIN1) and markers of adipocyte maturity (LEP), compared to cells cultured directly on a polystyrene tissue culture surface. The gene expression of extracellular matrix proteins (FN1, COL1A1, COL4A1, COL6, LAM) was decreased in 3T3-L1 cells cultured on Matrigel®. Furthermore, growth on Matrigel® increased lipid accumulation in 3T3-L1 cells in the presence and absence of rosiglitazone, a thiazolidinedione routinely used to optimize differentiation in these cells. These changes in adipocyte gene expression and lipid accumulation patterns may be a result of the increased cell-cell and cell-ECM interactions occurring on the Matrigel®, a scenario that is more reflective of an in vivo model. Taken together, our data advance the understanding of the value of culturing 3T3-L1 cells on Matrigel®.