The availability of oxygen (O2) is a critical parameter affecting vascular tube formation. In this study, we hypothesize that dissolved oxygen (DO) levels in collagen gels change during the three-dimensional (3D) culture of human umbilical vein endothelial cells (HUVECs) in atmospheric conditions and that such changes affect the kinetics of tube formation through the production of reactive oxygen species (ROS). We demonstrate a decrease in O2 tension during 3D cultures of HUVECs. Noninvasive measurements of DO levels during culture under atmospheric conditions revealed a profound decrease that reached as low as 2% O2 at the end of 24 h. After media replacement, DO levels rose rapidly and equilibrated at ϳ15% O 2, creating a reoxygenated environment. To accurately estimate DO gradients in 3D collagen gels, we developed a 3D mathematical model and determined the Michaelis-Menten parameters, V max and K m, of HUVECs in collagen gels. We detected an increase in ROS levels throughout the culture period. Using diphenyliodonium to inhibit ROS production resulted in the complete inhibition of tube formation. Interference RNA studies further showed that hypoxiainducible factors (HIFs)-1␣ and -2␣ are not involved in the formation of 3D tubes in collagen gels. We conclude that ROS affect the tubulogenesis process through HIF␣-independent pathways, where the levels of ROS are influenced by the uncontrolled variations in DO levels. This study is the first demonstration of the critical and unexpected role of O 2 during 3D in vitro culture models of tubulogenesis in atmospheric conditions. microvasculature; reactive oxygen species; hypoxia-inducible factors AN UNDERSTANDING OF THE MECHANISMS controlling how blood vessels form from endothelial cells (ECs) is crucial for developmental biology and vascular tissue engineering. In recent decades, our understanding of the molecular regulation underlying vascular development has vastly expanded, primarily because of newly available, well-defined in vitro models. One common model is the culturing of ECs in gels made of the extracellular matrix component collagen, which has enabled us to investigate the effects of many factors on tubulogenesis (24,38,39).The availability of oxygen (O 2 ) is a critical parameter affecting how vascular cells form tubes. In vitro models have demonstrated that hypoxic conditions enhance tube formation, as do hypoxic regions formed by the O 2 consumption of the cells in threedimensional (3D) structures (3,19,32). Research has shown that the rate of O 2 consumption of cells follows the Michaelis-Menten kinetics and depends on the cell type, cell density (15), and dissolved oxygen (DO) levels (1). Variations in DO levels strongly affect angiogenesis (19, 48) through different vascular cell responses, such as viability, differentiation, migration, and remodeling of the extracellular matrix (4, 27, 40).Hypoxia-inducible factors (HIFs) and reactive oxygen species (ROS) are among the effectors responsible for cellular responses to changing DO levels. HIF1␣ and HI...